Equinox - Bank with Macquarie · 2013-07-31 · IMPORTANT INFORMATION Note to investors Investments in Macquarie Equinox Limited ARBN 105 989 231 (the “Company”, or “Equinox”)

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EquinoxA powerful portfolio with a safety net

17 232221201918

IMPORTANT INFORMATION

Note to investors

Investments in Macquarie EquinoxLimited ARBN 105 989 231 (the“Company”, or “Equinox”) are notdeposits with, or other liabilities of,Macquarie Bank Limited ABN 46008 583 542 (“Macquarie” or“Macquarie Bank”) or of any entityin the Macquarie Bank Group, andare subject to investment risk,including possible delays inrepayment and loss of income andcapital invested. NeitherMacquarie Bank Limited,Macquarie, Equinox Limited norany member company of theMacquarie Bank Group guaranteesany particular rate of return on, orthe performance of, the Companyor the Equinox Portfolio, nor dothey guarantee repayment ofcapital from the Company.

You should not rely on anystatement made or anyinformation provided by anyperson about this offering that isnot contained in this prospectus.

An investment in the Companyprovides access to returns derivedfrom a portfolio of Hedge Funds andTactical Traders. Hedge Funds andTactical Traders are described inSection 1. An investment in theCompany contains risks which aredescribed in Section 6. Prospectiveinvestors should obtain their ownindependent financial, taxation andlegal advice before investing in theCompany.

The issuer of this prospectus is theCompany. The Company has appointedMacquarie Equities (Australia) LimitedABN 58 002 832 126 (the “Arranger”) toarrange for the issue of Shares in theCompany under this prospectus.

The Arranger currently holds an Australianfinancial services licence (“AFSL”). TheArranger’s AFSL number is 238947.

Macquarie provides Capital Protection forthe benefit of the Company. This CapitalProtection is available only on the CapitalProtection Date and is subject to theterms and conditions of the CapitalProtection Agreement. Information aboutthe Capital Protection Agreement can befound in Sections 3 and 6.

Macquarie is not the issuer of thisprospectus, and takes no responsibilityfor the offering or for the contents of thisprospectus.

Terms throughout this prospectus whichappear using capital letters are eitherdefined terms (e.g. “Company”, “CapitalProtection” etc.) or the names of materialcontracts. The defined terms are listed inthe glossary table, which can be found inAppendix 3, while material contracts arelisted in Section 8.

This prospectus

This prospectus is dated 18 May 2004and expires on 17 June 2005. No Shareswill be issued on the basis of thisprospectus after 17 June 2005. A copyof this prospectus was lodged with theAustralian Securities and InvestmentsCommission (“ASIC”) on 18 May 2004.ASIC takes no responsibility for thecontents of this prospectus.

A copy of this prospectus has beendelivered to the Bermuda MonetaryAuthority (the “Authority”) in connectionwith the offering of the Shares. TheAuthority has given written approval forthe issue of this prospectus in respect ofthe class C Participating Shares andconsented to the appointment of theArranger with respect to the offering ofthese Shares. Persons, firms orcompanies regarded as residents ofBermuda for exchange control purposesmay require specific consent under theExchange Control Act 1972 of Bermudato purchase or sell the Shares. TheAuthority has classified the Company asa “Bermuda standard scheme” pursuantto the Bermuda Monetary Authority(Collective Investment SchemeClassification) Regulations 1998. Inaddition, a copy of this document will bedelivered to the Registrar of Companiesin Bermuda (the “Bermuda Registrar”) forfiling pursuant to The Companies Act1981 of Bermuda, as amended. It shouldbe clearly understood by potentialinvestors that any approvals orpermissions received from the Authorityor the acceptance of this prospectus forfiling by the Bermuda Registrar do notconstitute a guarantee by the Authority orthe Bermuda Registrar as to theperformance or creditworthiness of theCompany. Furthermore, in giving suchapprovals or permissions, or in acceptingthis prospectus for filing neither theAuthority nor the Bermuda Registrar shallbe liable for the performance or default ofthe Company or for the financialsoundness of any proposals or for thecorrectness of any statements made oropinions expressed with regard thereto.

This prospectus is available in paper formand is also available in electronic form atthe Equinox websitemacquarie.com.au/equinox. Investorswho wish to invest in Shares in theCompany must complete an ApplicationForm which accompanies thisprospectus or print and complete a copy

of an Application Form from the Equinoxwebsite. Applications will be processedonly on receipt of a signed ApplicationForm which accompanies thisprospectus or which was printed fromthe Equinox website.

This offer is open to Australian residentswho receive this prospectus, whether inpaper or electronic form, in Australia.Investors who receive this prospectus inelectronic form are entitled to obtain apaper copy (including the ApplicationForm) free of charge by calling1800 025 513 or +61 2 8232 1181.The distribution of this prospectus injurisdictions outside Australia may berestricted by law and therefore personsinto whose possession this prospectuscomes should learn about and observeany such restrictions. Any failure tocomply with these restrictions mayconstitute a violation of these laws.

This prospectus does not constitute anoffer of securities in any jurisdictionwhere, or to any person to whom, itwould be unlawful to make such an offer.

New Zealand residentsAn exemption from complying with theprospectus requirements of the SecuritiesAct 1978 (New Zealand) has beengranted to Equinox by the New ZealandSecurities Commission. This prospectusdoes not constitute an offer to sell or asolicitation of an offer to purchase theShares in New Zealand unlessaccompanied by an investmentstatement which states that such anexemption has been granted andotherwise complies with the SecuritiesAct 1978 (New Zealand).

Further advice recommendedBefore making an investment decision onthe basis of this prospectus you shouldconsider whether an investment in theCompany is appropriate in the light ofyour particular investment needs,objectives and financial and taxationcircumstances.

This prospectus is a general disclosuredocument and hence does not take intoaccount your objectives, financialsituation or needs. You are advised toread this prospectus in its entirety andseek professional legal, taxation andfinancial advice to determine whether aninvestment in the Company is appropriatefor you.

Privacy Act

Please read the privacy statementlocated at the end of this prospectus. By signing and delivering the ApplicationForm accompanying this prospectus, youconsent to the matters outlined in thatstatement.

1. Introduction 3

2. The investment strategy 9

3. The Equinox Total Benefit 29

4. The investment terms 35

5. Fees 39

6. Risks 43

7. Taxation for Australian residents 49

8. The Company 55

9. Additional information 65

Appendices

Appendix 1 - Australian tax opinion 72

Appendix 2 - Contact directory 73

Appendix 3 - Glossary 74

Application Form 79

23222120191817

CONTENTS

Macquarie Equinox Limited has been designed to provideinvestors with efficient access to returns from a portfolioof international Hedge Funds and Tactical Traders, withthe security of capital protection1, thecash-flow of dividend payments, and the added bonusof Profit Lock-ins.

1 Subject to the terms and conditions of the Capital Protection Agreement asdescribed in Section 3 and Section 6.

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SECTION 1 INTRODUCTION

Message from the directors of Macquarie Equities (Australia) Limited 4

Key features 5

Investor suitability 5

How do I invest? 5

What are Hedge Funds and Tactical Traders? 5

Summary of key terms 6

Key dates 8

Details of the offer 8

Questions? 8

23222120191817

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MESSAGE FROM THE DIRECTORS OF MACQUARIE EQUITIES (AUSTRALIA) LIMITEDDear Investor,

On behalf of the directors of Macquarie Equities (Australia) Limited it is mypleasure to invite you to become an investor in class C ParticipatingShares of Macquarie Equinox Limited (“Shares”).

The Equinox Portfolio (the assets and liabilities of the Shares) consists of sixComponent Funds, representing two main investment strategies. They are:

– A group of three diversified funds of international Hedge Funds; and

– A group of three Tactical Traders.

The mix of these two strategies is designed to provide opportunities forprofit in a broad range of market conditions. The managers of theComponent Funds trade stocks, bonds, currencies, commodities andderivatives, attempting to generate attractive returns whether stockmarkets or interest rates are rising or falling. The managers have beenchosen for their extensive experience, strict risk control and proven trackrecords. Application has been made to the Irish Stock Exchange foradmission of class C Participating Shares for quotation on that exchange.While this listing will subject the Company to regulation by that exchangeand involve quotation of a Share price, the Directors do not expect that anactive secondary market will develop in the Shares on that exchange.

Equinox has been constructed to provide investors with a powerfulportfolio inside a framework with the following features:

– Rising Capital Protection, applicable at the Capital Protection Date,starting at $1.03 per Share;

– Potential capital growth and income stream;

– A monthly redemption facility, subject to certain restrictions (see Section 4);

– Foreign currency exposure hedged to Australian dollars;

– A minimum investment of $5,000.

We believe Equinox will suit a broad range of investors and that thestructure may be efficient for self-managed superannuation funds andtrusts. Some of the many reasons investors may choose Equinox as partof their portfolio include:

– Adding diversification to the traditional asset classes of equities, fixedincome and property by including a portfolio with low correlation to thesetypes of investment;

– Gaining access to sophisticated Hedge Fund and Tactical Tradingstrategies, which do not necessarily rely on stock market or bond marketdirection to generate profits;

– Accessing a capital protected investment;

– Harnessing an alternative investment with the potential to deliver capitalgrowth and an income stream in a variety of market conditions.

I encourage you to read this prospectus, obtain advice from anindependent financial adviser and submit your application form as soon aspossible.

Yours faithfully,

Greg MackayDirectorMacquarie Equities (Australia) Limited

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KEY FEATURES– Access to potential profits derived

from a portfolio of Hedge Fundsand Tactical Traders;

– Capital Protection as at the CapitalProtection Date2;

– Profit Lock-ins to increase theCapital Protection2;

– Potential capital growth andincome;

– Exposure to offshore marketshedged to Australian dollars;

– Ability to dispose of yourinvestment prior to the CapitalProtection Date;

– Minimum investment of $5,000.

INVESTOR SUITABILITYThis investment may suit you if youwant to diversify your investmentportfolio by gaining access tointernational Hedge Fund strategieswithin a capital protectedframework, and you are a:

– Self managed superannuation fund;

– Family trust;

– Individual investor; or

– Company.

Equinox has been designed toprovide investors with an efficientway to access the returns derivedfrom a portfolio of internationalHedge Funds and Tactical Traders,with the Equinox Total Benefit ofRising Capital Protection2 (100%Capital Protection and Profit Lock-ins) and Cash Dividends.Equinox aims to provide investorswith an income stream, as well ascapital growth. For a minimuminvestment of $5,000 investors willbe able to obtain exposure to aportfolio that would require millionsof dollars to access directly.

HOW DO I INVEST?– Read this prospectus in full;

– Consult your financial adviser;

– Complete the Application Formfound at the back of thisprospectus, or in the prospectuson the Equinox website(macquarie.com.au/equinox); and

– Send in the completed ApplicationForm, with direct debit instructionsor a cheque made payable to:

Macquarie Equinox Limited - a/c<insert applicant’s name>

Completed forms should be sentto:

Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001

Alternatively, Application Formsmay be delivered to MacquarieBank’s Mezzanine Reception, 1 Martin Place, Sydney (entrance on Pitt Street) or sent ordelivered to your financial adviser.

WHAT ARE HEDGE FUNDSAND TACTICAL TRADERS?Hedge Funds are usually privatelyoffered funds that are open mainlyto professional investors or high networth individuals. As privatelymanaged portfolios, Hedge Fundshave flexibility in terms ofinvestment mandates and maymake use of leverage. Unlike mosttraditional investment funds, whichare limited to long (bought)positions in securities, HedgeFunds can also engage in the shortsale of securities, which profit whenprices decline. Depending on theHedge Fund strategy, managersmay trade and invest in a widerange of securities, includingindividual equities, bonds,convertible notes, over-the-counterderivatives, swaps, foreignexchange, Futures, options andmutual funds.

Hedge Funds generally aim togenerate positive absolutereturns, rather than performancerelative to a benchmark. Theterm “Hedge Fund” has beenused because many of themanagers have constructedtheir portfolios with long andshort positions to make themless sensitive to broad marketfluctuations.

Tactical Trading can beconsidered to be a “directional”Hedge Fund strategy. TacticalTraders attempt to profit fromoutright moves in singleinstruments, and in some casesmoves in spreads and ratios ofinstruments, often usingFutures, foreign exchange andphysical markets.

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2 Subject to the terms of the Capital Protection Agreement (See Sections 3 and 6)

SUMMARY OF KEY TERMSThis section contains a summary of some of the key terms and references to other sections of this prospectuswhere you can find further information. You should read this prospectus in full before deciding whether to invest.

TERM

The investmentstrategy

The Equinox TotalBenefit

The Company

SUMMARY

A portfolio designed to access the returns derivedfrom sophisticated international trading strategies.Approximate initial weightings are:

– 50% to a group of 3 diversified funds of internationalHedge Funds (the “Diversified Funds”); and

– 50% to a group of 3 tactical traders (the “TacticalTraders”).

Contains two main elements:

– Rising Capital Protection, provided by Macquarie tothe Company, which includes the following features:

o 100% Capital Protection3; and

o Profit Lock-ins: a facility designed to increase thelevel of Capital Protection4; and

– Cash Dividends, paid at the Company’s discretion.

Note that:

– The benefit of Capital Protection provided to theCompany is available only to investors who holdShares on the Capital Protection Date; and

– The Company intends to allow part of the earnings ofthe Equinox Portfolio to be retained as capital growth.

Macquarie Equinox Limited, an open-endedinvestment company incorporated in Bermuda withlimited liability and of unlimited duration. The shares onoffer via this prospectus are limited voting class CParticipating Shares to be issued at $1.00 each. Theassets and liabilities of the Shares of the Company aresegregated under the Company’s bye-laws and willform the Equinox Portfolio.

WHERE TO GO FORMORE INFORMATION

Section 2

Section 3

Section 8

3 Subject to the terms of the Capital Protection Agreement (see Sections 3 and 6).4 Subject to the Company’s discretion and the terms of the Capital Protection Agreement (see Sections 3 and 6).

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TERM

Investment terms

Irish Stock ExchangeListing

Fees

Risks

Taxation

SUMMARY

Minimum application of $5,000, with $1,000 incrementsthereafter.

Investors may apply to redeem all or part of theirinvestment by giving written notice to the Company. Suchnotice must be received by the Arranger at least 40 daysprior to the last Business Day of any calendar month.

Investors may also transfer their holdings to a third partywith prior consent of the Company. It is the Arranger’sintention to procure a regular transfer facility via aMacquarie entity after June 2004.

Disposals may be subject to fees as disclosed in Section 5.

An application has been made to the Irish StockExchange for admission of class C Participating Sharesfor quotation on the Official List of the exchange. TheDirectors do not expect that an active secondary marketwill develop in the Shares on that exchange.

Fees and expenses apply to this offering and to otherarrangements associated with the Company’s ongoingoperations.

An investment in Shares in the Company involves anumber of risks. Before investing in Shares in theCompany, prospective investors should consider carefullythe risks that may affect the financial performance of theEquinox Portfolio.

All investors should seek their own professional taxationadvice to determine the tax treatment applicable in theirparticular circumstances.

WHERE TO GO FORMORE INFORMATION

Section 4

Section 4

Section 5

Section 6

Section 7

KEY DATESOffer Close Date: 25 June 2004Capital Protection Date:31 December 2011Subscription Interest Cut-offDate: 11 June 2004

The Arranger reserves the right toextend the offer period. If the OfferClose Date is extended, the CapitalProtection Date may be extendedby a period not exceeding theextension to the Offer Close Date.The Capital Protection Date is fixedonce the offer is closed.

DETAILS OF THE OFFERThis offer is made by MacquarieEquities (Australia) Limited ABN 58002 832 126 (the “Arranger”). TheArranger offers to arrange for theissue of class C ParticipatingShares in Macquarie EquinoxLimited (the “Company”), an open-ended investment companyincorporated in Bermuda, at aprice of $1.00 per Share. Bycompleting an Application Form,investors accept that offer andapply to the Company for the issueof Shares (see Section 4 for moredetails).

Application monies received andcleared prior to the SubscriptionInterest Cut-off Date (1 June 2004)will be placed in interest bearingshort term deposits (at a rate of5.00% per annum) until the OfferClose Date. Any interest earned(net of any tax which has to bewithheld) will be rounded up to thenearest dollar and put towardbuying additional Shares for theinvestor (thereby increasing aninvestor’s subscription monies).This income will be assessable fortaxation purposes. Investors whoseapplication monies have not beencleared by the Subscription InterestCut-off Date will receive no intereston their Application Amount.

The maximum subscriptions thatthe Company can accept isdependant on the available capacitythe Company has negotiated withthe Component Funds. TheCompany and the Arranger reservethe rights to reject applications intheir absolute discretion and toclose the offer early.

You will not be able to apply foradditional Shares after the OfferClose Date except at the discretionof the Arranger.

QUESTIONS?Should you have any questionsabout investments in the Companyplease contact your financialadviser or the Macquarie EquinoxService Centre:

Phone:1800 025 513or +61 2 8232 1181

Email:[email protected]

Internet:macquarie.com.au/equinox

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SECTION 2 THE INVESTMENTSTRATEGY

How is your money invested? 10

The Equinox Portfolio 10

Why this strategy mix? 11

The Equinox Portfolio’s Component Funds 12

The initial exposures 12

Key to terms used in the Component Fund descriptions 13

GAM Diversity II Inc 14

Cadogan Alternative Strategies Fund Limited 16

Selectinvest Arbitrage/Relative Value Ltd. 18

Transtrend B.V. 20

Denali Offshore Partners, Ltd. 22

Endeavour Funds Management Limited 24

Table of Component Fund returns and stated targets 26

The Company’s return target 27

Portfolio management 28

Equinox Portfolio re-balancing 28

9

120% exposureIn order to increase the investmentpower of the Equinox Portfolio,Equinox will initially makeinvestments whereby theinvestment exposure approximates$1.20 for each Share issued at$1.00. This 120% exposure willincrease the Equinox Portfolio’svolatility. See Section 6 for moreinformation on the risks associatedwith the use of leverage.

To do this Equinox will, wherepossible, only partially fund itsTactical Trading investments. Themethod through which Equinoxintends, where possible, to gainexposure to these traders (via theTactical Access Company,described in Section 9) will allowEquinox to obtain an investmentexposure greater than the amountthe Company will be required touse to buy the appropriate sharesin the Tactical Access Company.

This will allow Equinox to gainhigher exposure to the DiversifiedFunds and Tactical Traders withoutnecessarily incurring borrowingcosts through a lending facility. Thefollowing diagram illustrates theresulting strategy mix.

FIGURE 1 : THE EQUINOXPORTFOLIO STRATEGY MIX

Where this method of gaining extraexposure to the Diversified Fundsand Tactical Traders is not able tobe employed, Equinox may, ifpermitted by and in accordancewith its Bye-laws, as amended fromtime to time, use other methods,including utilising a borrowingfacility, which would result inborrowing costs being incurred bythe Equinox Portfolio. Themaximum exposure to theDiversified Fund and TacticalTrading investments that theEquinox Portfolio may have is130% of the Equinox Portfolio NAV.

It is also possible during the life ofthe Company that the EquinoxPortfolio may contain SecurityDeposits, in accordance with theterms of the Rising CapitalProtection. The Rising CapitalProtection is explained in Section 3.

HOW IS YOUR MONEYINVESTED?The Company will use the netproceeds raised by this offering togain exposure to the underlyinginvestments in the EquinoxPortfolio. Where these assets aredenominated in a currency otherthan Australian Dollars, theCompany will hedge the ensuingcurrency exposure back toAustralian Dollars.

THE EQUINOX PORTFOLIOThe Equinox Portfolio’s strategymix will initially contain investments:

– in a group of three DiversifiedFunds (funds of internationalHedge Funds); and

– providing exposure to three TacticalTraders (each with a distinctiveapproach to trading in internationalfinancial markets).

The Equinox Portfolio will alsocontain foreign exchange contractsand cash at call and may containSecurity Deposits as appropriate.

Important Note

The Company has previouslyissued class A Participating Sharesand class B Participating Sharesand a portfolio is currently beingmaintained in respect of each ofthose classes of shares. Theportfolios managed in respect ofthe class A and class B shares willbe managed separately from andindependently of the EquinoxPortfolio. The Equinox Portfoliocomprises the assets and liabilitiesof class C Participating Shares inthe Company and will have noreference to the values of theportfolios managed for the class Aor class B shares.

$1.40

$1.20

$1.00

$0.80

$0.60

$0.40

$0.20

$0.00

Initial NAV per Share Initial exposure to Equinox strategy mix

$1.00

TacticalTraders 40c

Diversified Funds 60c


TacticalTraders 60c

$1.20

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WHY THIS STRATEGYMIX?This strategy mix was chosen bythe Company to providediversification across a variety ofsophisticated Hedge Fund andTactical Trading strategies in a waythat it believes will provide attractiverisk-adjusted returns in a variety ofmarket conditions.

A group of three Diversified Fundshas been included to provideexposure to a broad range ofinternational trading strategies suchas:

– long/short equity strategies, wheremanagers seek to buy under-valued shares and equityinstruments and sell short thosethat are assessed to be over-valued;

– discretionary macro and tradingstrategies, where managers aim touse fundamental and technicalanalysis to predict price moves inglobal interest rate, currency,commodity and stock markets;

– event-driven strategies, wheremanagers take positions basedupon assessments of the effect ofevents such as corporate re-structuring, changes in creditrating, mergers and acquisitionsand bankruptcies; and

– relative value strategies, wheremanagers seek to exploit pricinganomalies between similar orrelated securities, which mayinclude individual equities,convertible notes, physical bonds,bank bills and commodities,Futures, options, warrants, swapsand currencies.

In choosing the Diversified Fundsfor the Portfolio, the Companysought management teams aimingto achieve attractive risk-adjustedreturns with investment processesthat emphasise thorough duediligence and risk control. TheCompany sought managers whoseallocations to hedge funds aremade on a discretionary basis.

The Tactical Traders have beenincluded to provide a moreconcentrated exposure to globalfinancial markets through a seriesof trading strategies thatcomplement the Diversified Funds’overall profiles. Being more“directional” in nature, they attemptto profit from outright moves insingle instruments, and in somecases moves in spreads and ratiosof instruments, rather than sourcingequity long/short trades, event-driven or relative value trades. Thismeans that the sources of risk andreturn within the Tactical Traderscan be quite different to thosewithin Diversified Funds. SuchTactical Traders have generallydisplayed higher volatility thanmany Diversified Funds but mayalso have the potential for higher

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returns in certain marketconditions. Many Tactical Tradersfollow a systematic, rather thandiscretionary, approach to trading,while some combine a systematicapproach with some discretion.

Each of the Tactical Traders andDiversified Funds has beenincluded based upon theassessment that each addssomething unique to the EquinoxPortfolio, thus creatingdiversification. The EquinoxPortfolio is likely to display lowcorrelation to traditional assetclasses (such as equities, bondsand property) and thus has thepotential to provide investors withan effective means to diversify theirexisting investments.

THE EQUINOXPORTFOLIO’SCOMPONENT FUNDSThe performance histories of eachof the Diversified Funds and eachof the individual Tactical Traders’investment programs (the“Component Funds”) have beenincluded in this section withoutalteration. Each track record showsperformance net of the ComponentFund’s fees for the period frominception of the Component Funduntil 31 March 2004, and isexpressed in U.S. Dollar termswithout the effect of any currencyhedging. The Company will enterinto currency hedging transactionsto reduce the risk of currencyfluctuations having any materialimpact on the value of the Shares.These track records have not beenadjusted for any of the features ofthis offering including effects of theCapital Protection mechanism, anddo not include the effect of anyfees particular to the Shares or thisoffering.

Important Note

In considering this information youshould bear in mind that:

– The Company has not issued classC Participating Shares andtherefore the Equinox Portfolio hasno performance history;

– Past performance is not a reliableindicator of future performance.Investors should not base theirdecision to invest solely upon pastperformance figures;

– Although the initial EquinoxPortfolio will be exposed to theperformance of the ComponentFunds for which past performanceinformation is presented, theCompany will have discretion tochoose other investments and alterthe weighting betweeninvestments;

– The exposure of the Company tothe Component Funds may bereduced as a result of ThresholdManagement. (ThresholdManagement is explained inSection 3). As the aim of ThresholdManagement is to be protectiveyou should not assume that theCompany will remain fully exposedto the Component Funds in allcircumstances.

THE INITIAL EXPOSURESThe initial exposures for eachComponent Fund will be asillustrated in the following chart.

FIGURE 2: THE EQUINOXPORTFOLIO INITIAL EXPOSURES

* Denali Offshore Partners, Ltd

** Endeavour Funds ManagementLimited

*** Cadogan Alternative StrategiesFund Limted

**** Selectinvest Arbitrage/RelativeValue Ltd.

$1.40

$1.20

$1.00

$0.80

$0.60

$0.40

$0.20

$0.00

Strategy mix Initial exposure to Component Funds

TacticalTraders 60c


GAM Diversity II Inc. 20c

Cadogan*** 20c

Selectinvest**** 20c

Transtrend B.V. 40c

Denali* 10c

Endeavour** 10c

Initial exposures per $1.00 Share

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KEY TO TERMS USED IN THE COMPONENT FUND DESCRIPTIONSExplanation of terms used in this section:

Compound annual return The percentage return required each year of the Component Fund’sexistence to arrive at the total return achieved by the Component Fund sinceits inception (assuming reinvestment of all income). This figure thereforeincludes the effect of compounding. This is different from the average annualreturn, which is simply the arithmetic average of the annual returns.

Annualised monthly volatility This is a measure of the variability of the monthly returns. The larger theannualised monthly volatility, the more the monthly returns fluctuate aroundthe average monthly return. It is equal to the standard deviation of themonthly returns, adjusted to give an annual figure.

Reward to risk ratio This is a ratio measuring the reward versus risk of an investment and is equalto the compound annual return divided by the annualised monthly volatility.The higher the ratio the better the investment has performed from a rewardto risk perspective. As a point of comparison, the reward to risk ratio of theS&P500 accumulation index over the last 14 years is approximately 0.73.

VAMI Value Added Monthly Index. Tracks the value of an hypothetical US$100investment in the Component Fund since its inception and is shown againsta similar US$100 investment in the S&P500 over the same period assumingreinvestment of income.

Largest drawdown The largest percentage fall in the Component Fund’s VAMI over any periodfrom one month-end to another.

Percentage of winning months The percentage of the months since inception that have produced positivereturns.

Average winning month The average monthly return of the Component Fund for all those monthswith positive returns.

Average losing month The average monthly return of the Component Fund for all those monthswith negative returns.

S&P500 (accumulation index) A capitalisation-weighted index of 500 U.S. stocks, which includes the effectof dividends being reinvested. The index is designed to measureperformance of 500 stocks representing all major industries in the US

Annual return comparison Shows the return of the Component Fund each year compared to theS&P500 over the same period. If the year is incomplete, it shows the returnfor the portion of the year for which data exist.

Notional funds This term is used for the Tactical Traders, whose trading programs may beaccessed via managed accounts and may not require the accounts to befully funded (i.e. they may be able to be traded on margin). The notionalfunds denote the face value of the amount traded by the Tactical Trader,rather than the margin lodged in the account.

Risk-adjusted returns Investment returns considered in the context of the volatility of those returns.Risk-adjusted returns considered attractive by the Company would likelyhave a high reward-to-risk ratio.

Annualised historical returns The compound annual return of the Component Fund over various timeperiods looking back from the present, such as the most recent three years,five years etc.

The S&P500 accumulation index has been included as a point of comparison only. Shares in Equinox are not an index-linked investment and present a different risk profile to an investment linked to the S&P500 accumulationindex. The S&P500 track record has been included to provide investors with a frame of reference from which toconsider the performance information for the Component Funds.

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GAM DIVERSITY II INC.

Manager: GAM London Limited. (“GAM”)

Fund: GAM Diversity II Inc. (“GAM Diversity II”)

Strategy: Diversified Fund of Hedge Funds

Inception Date: July 1998

Background

GAM delivers active investmentmanagement with distinction toprivate clients, institutions andintermediaries. Its goal is toproduce superior results for clientsby providing access to greatinvestment talent throughout theworld. GAM's funds and strategiescover a broad range of assetclasses, currencies and marketconditions. GAM manages morethan US$33 billion of clients'assets from 10 offices around theworld. GAM has been owned byUBS AG (a major Swiss bank)since 1999.

GAM Diversity II aims to achieveabsolute returns, with low volatilityand low correlation to the MSCIWorld Index. The fund follows aglobal multi-strategy approach,combining some of the world’sleading hedge fund and tradingmanagers to produce a diversifiedportfolio that delivers consistentreturns with low volatility. Thestrategies employed in the fundmay include, but are not limited toequity hedge (equity long/short),trading (systematic trend-followingtrading, systematic non-trendfollowing trading, global macro),arbitrage and fixed income hedge.

GAM Diversity II is activelymanaged, adding value for clientsin an environment of rapidlychanging markets. Strategyweightings are adjusted accordingto top-down market analysis inorder to produce the optimumcombination for the currentenvironment, and individual fundallocations are decided after in-depth fund evaluation, determiningthe best funds available within eachstrategy. The emphasis is on aconcentrated portfolio of the mosttalented managers.

Track Record and Assets Growth

GAM launched its first fund ofhedge funds strategy in 1989,before the diversified fund of hedgefunds approach had been widelyadopted. GAM recognised that nosingle investment managementhouse can attract the mostsuccessful fund managers in everystrategy, and that investment talentmust be actively sought out fromdifferent firms. GAM Diversity II hasproduced a compound annualreturn of over 10% since itsinception in July 1998.

GAM now manages more thanUS$17 billion in a range of funds offunds covering trading, arbitrage,equity hedge and market-neutralstrategies which span markets inall the key financial regions of theworld. GAM’s funds have beenwinners of numerous awards overrecent years.

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Disciplined Investment Process

GAM has developed a repeatableprocess combining qualitative andquantitative approaches. Thishighly structured process followsfive key stages:

– Identification of talent

– Manager evaluation

– Portfolio construction

– Investment selection

– Portfolio monitoring.

GAM’s experience, extensiveresearch capabilities andknowledge of the industry meansthat it can often negotiatefavourable investment terms orsuperior access to underlyingmanagers. Such benefits arepassed on to GAM’s clientsthrough the funds.

Resources

GAM’s multi-manager teamincludes over 60* staff in Londonand New York, all with differentbackgrounds and specialist skills.The team is headquartered inLondon, where global, UK,European and emerging marketsfunds are managed. Trading fundsand US equity funds are managedfrom New York. The investmentteam consists of six investmentmanagers and ten investmentanalysts. They are furthersupported by quantitative analysis,data services and dealingadministration. The operational riskteam consists of experiencedpersonnel with a variety ofqualifications in accounting, lawand taxation who conduct non-investment due diligence onmanagers. Other internaldepartments provide services suchas data collection, and alsodevelop state-of-the-art technologyto support the investment team’sactivities.

*Includes members of separate GAM teams

15

VAMI COMPARISON

ANNUALISED HISTORICAL RETURNS

Last: Return

1 Year 14.40%

2 Years 8.67%

3 Years 7.05%

4 Years 6.44%

5 Years 13.69%

KEY STATISTICS

Compound annual return 10.66%

Annualised monthly volatility 9.71%

Reward to Risk Ratio 1.10

Largest drawdown -14.90%

Percentage of winning months 69.12%

Average winning month 1.89%

Average losing month -1.37%

All data are current as at 31 March 2004 and the data source is GAM

ANNUAL RETURNCOMPARISON

CADOGAN ALTERNATIVE STRATEGIES FUND LIMITED

Manager: Cadogan Management, LLC

Fund: Cadogan Alternative Strategies FundLimited

Strategy: Diversified Fund of Hedge Funds

Inception Date: February 1997

Firm Description

Cadogan Management, LLC(“Cadogan”), formed in 1995, is alimited liability company incorporatedin Delaware (USA). The firm’s goalsince inception has been to provideinvestors with access to top qualityhedge fund managers through amulti-manager approach. It operatesindependently from any investmenthouse or manager.

As of April 1, 2004, Cadogan hasapproximately US$1 billion ofclients’ assets under management.

Fund Description

The Cadogan Alternative StrategiesFund Limited (the “Fund”) aims toachieve both preservation of capitaland long-term growth. The Funddoes not directly use leverage, andonly invests in funds where use ofleverage is considered prudent.Historically, the Fund has been inaggregrate approximately 60%long and 40% short, for a netexposure of 20%, albeit that theFund has and is being managedsuch that it exhibits little or no

sensitivity to broad equity marketmovements. The majority of theFund’s capital is allocated tolong/short equity strategies, withsmaller allocations to event-drivenstrategies, credit-related strategiesand low-leverage arbitrage. Thefund also has an allocation toshort-oriented managers.

Cadogan seeks to generateabsolute returns, uncorrelated tothe equity and fixed incomemarkets with low levels of risk.

Portfolio Management

Cadogan seeks to allocate assetsamong managers with proven trackrecords and emerging managerswho have not yet been discoveredby the investment community. Theemerging managers tend to havesufficiently low levels of capitalunder management that they canremain nimble in their portfolioselection and investmentmanagement. Many suchmanagers have a low profile andare difficult for an individual investorto identify, analyse and access.

These managers are identified andmonitored on an on-going basis bythe proprietary qualitative andquantitative methodologydeveloped by Cadogan. The Fundintends to provide its investors theopportunity to capture theattractive returns offered by thesemanagers without the attendantlevels of volatility and risk that theycould individually experience.

16

Key Attributes

– Consistent absolute performance –the Fund has met its objectivewith low volatility and lowdrawdowns.

– Attractive risk-adjusted returns ina broad range of market climates– the Fund has performedparticularly well during periods ofUS equity market decline.

– Diversification among investmentstyles and managers – the Fundseeks to generate returns byusing managers applying differenttechniques and approaches in abroad range of market sectors.

– Active use of emerging managerswho are sufficiently nimble toprovide attractive, risk-adjustedreturns – considerable duediligence and the experience ofCadogan professionals allows fordiminished ‘small business’ risk.

– Active use of managers with netshort exposures – experience hasshown that such managersprovide a portfolio hedge duringmajor market declines.

– Portfolio leverage – the Fund hasbeen able to meet its returnobjectives without taking on therisk of explicit portfolio leverage.

– The Fund aims to maintain a lownet exposure to the equitymarkets – the Fund has achieveda correlation of close to zeroversus the major U.S. marketindices.

– Long-term investment approach –the Fund does not rely on markettiming for results.

17

VAMI COMPARISONANNUAL RETURNCOMPARISON


Last: Return

1 Year 12.24%

2 Years 7.71%

3 Years 9.70%

4 Years 11.82%

5 Years 11.90%

6 Years 8.94%

7 Years 8.91%

KEY STATISTICS








All data are current as at 31 March 2004 and the data source is Cadogan Management, LLC.

SELECTINVEST ARBITRAGE/RELATIVE VALUE LTD.

Manager: Union Bancaire Privée Asset ManagementLLC

Fund: Selectinvest Arbitrage/Relative Value Ltd.

Strategy: Fund of Hedge Funds

Inception Date: August 1998

Firm Background

Union Bancaire Privée AssetManagement LLC (“UBPAM”) is alimited liability companyincorporated in the USA and isregistered with the US Securitiesand Exchange Commission (SEC)as a Registered Investment Advisor(RIA). Founded in 1998, UBPAM’sprimary business is managing fundsof hedge funds. Prior to joiningUBPAM, the principals of the firmbuilt and managed successfulfunds of hedge funds, and as such,have nearly 65 years of combinedinvestment experience.

UBPAM is a member of UnionBancaire Privée’s Alternative AssetManagement Group (“UBPAAMG”). Union Bancaire Privée(“UBP”) was founded in 1969 andhas been investing in hedge fundssince the early 1970s.

Fund Description

Selectinvest Arbitrage/RelativeValue Ltd. (the “Fund”) is a fund ofhedge funds, designed to produceabove-average, risk adjusted longterm returns with low andcontrolled volatility by investing innon-directional hedge fundstrategies that focus on deep valueopportunities and pricing anomaliesin the global marketplace.

Investment Process

UBPAM seeks managers whoemploy best practice proceduresand who have an excellentinfrastructure and solid reputation inthe hedge fund industry. UBPAMdedicates significant resources tomanager selection and portfoliomanagement, and has access tovaluable resources such asmanager research from the Genevaand London offices of UBP AAMGas well as one of the leadingstructural risk analysis teams in thehedge fund industry which is solelydedicated to researching andevaluating the non-investmentoperational procedures of a hedgefund. These offices assist UBPAM inthe identification, research, selectionand monitoring of hedge fundmanagers.

The firm’s organisation andresources greatly contribute toUBPAM’s success in selecting toptier hedge fund managers. Whilequalitative and quantitative analystsin New York are in constantcollaboration with affiliates inGeneva and London, the structuralrisk specialists are part of aseparately-organised companywithin UBP AAMG. Segregation ofduties enables these separateentities to sustain the highest levelof integrity in assessing, selectingand approving managers for theFund and to present the mostaccurate and objective informationregarding a hedge fund underconsideration for investment.

UBPAM constructs and managesthe Fund’s portfolio from itsuniverse of approved managersand with strict adherence to overallportfolio risk/return objectives.

18

Global Network and Resources

With over US$4 billion managedby UBPAM and an additionalUS$9 billion managed through itsEuropean affiliates, totalling US$13billion as of April 1, 2004, UBPAAMG is one of the largestallocators of capital to the hedgefund industry. UBPAM believesthat this position, combined withthe experience of its team and athorough process of managerevaluation and selection, benefitsits investors from:

– Global network and vast resourcesthat enable the identification of thetop hedge fund managers in thehedge fund industry

– Access to hedge funds that areotherwise closed to new investors

– Greater transparency andcommunication from the managers

– Proven track record of selectingtop tier managers resulting inabove average risk-adjusted ratesof return

19

VAMI COMPARISON5ANNUAL RETURNCOMPARISON


Last: Return

1 Year 11.73%

2 Years 7.46%

3 Years 6.85%

4 Years 8.40%

5 Years 9.03%

KEY STATISTICS








All data are current as at 31 March 2004 and the data source is Union Bancaire Privée

Asset Management LLC.

5Selectinvest Arbitrage/Relative Value Ltd. Series QN shares returns are net of all underlying managers’ fees and expenses, Union BancairePrivée Asset Management’s fee and all Fund expenses. Performance figures for 1998 through December 2002 are based on audited Fund netasset values. January 2003 through March 2004 performance figures are based on unaudited Fund net asset values. Past results are notnecessarily indicative of future results. An investment in the Fund is speculative and involves a high degree of risk. The Fund and the underlyingfunds may employ leverage which can make investment performance volatile. Opportunities for redemption and transferability of interests arerestricted, so investors may not have access to capital when it is needed. There is no secondary market for the interests in the Fund and noneis expected to develop. An investor should not invest in the Fund unless it is prepared to lose all or a substantial portion of its investment.

The S&P500 (accumulation index) is an unmanaged capitalisation-weighted index of 500 US stocks, which includes the effect of dividendsbeing reinvested and does not reflect the deduction of any fees. This index is presented merely to show the general trends in the market forthe period presented and is not intended to imply that the fund’s portfolio is comparable to the index either in composition or element of risk.

TRANSTREND B.V.

Manager: Transtrend B.V., Rotterdam, The Netherlands

Fund: Diversified Trend Program – Enhanced Risk(USD)

Strategy: Commodity Trading Adviser (CTA). Diversified systematic trading using trend-following techniques.

Inception Date: January 1995

Background

The Diversified Trend Program –Enhanced Risk (USD) (“DTP-ER-USD”) is a managed futuresprogram designed to pursuecapital growth within the limits of adefined risk tolerance. DTP-ER-USD is based entirely onquantitative analysis of signalledprice behaviour of outright pricesand of intra-market and/or inter-market spreads in the marketsconcerned. The program may enterinto both long and short positionsin any of the markets involved, or itmay have no position. The tradingprogram is systematic by natureand requires a consistentapplication. Therefore, discretionaryinputs are not essential to theeffectiveness of the program.

The analytical approach attempts tobenefit from categorised pricepatterns in global markets including(futures and forward contracts of)stock indices, interest rateinstruments, currencies and tangiblecommodities. The approach isextremely consistent and disciplinedand has demonstrated to beeffective since its implementation.

The trading adviser of the programis Transtrend B.V. (“Transtrend”) aDutch limited liability companyformed on November 7, 1991 toprovide futures trading andinvestment services to selectedclients. In the USA, Transtrend isregistered as a Commodity TradingAdviser (CTA) with the CommodityFutures Trading Commission(CFTC) and is a member of theNational Futures Association (NFA).It is licensed as an asset manager -and subject to regulation - by theNetherlands Authority of theFinancial Markets.

Since June 17 of 2002, 49% of thevoting interest in the trading adviseris owned by a major Dutch assetmanagement firm with managedassets of approximately Euro 100billion.

Transtrend’s investmentmanagement team is comprised ofexperienced trading professionalswith a wealth of expertise infinancial markets. This professionalexpertise is supported by innovativeresearch, an advancedinfrastructure, and an extensiveproprietary database.

Transtrend currently has theequivalent of over US$1.9 billionunder management, includingnotional funds.

20

21

5The track record shown is a composite of the returns of all the accounts traded by Transtrend for the Diversified Trend Program - EnhancedRisk (USD). The performance of one managed account has been excluded from the composite for the whole of 1997 due to more favourableperformance achieved in that account that year due to a higher risk profile.

All data are current as at 31 March 2004 and the data source is Transtrend B.V.



Last: Return

1 Year 9.40%

2 Years 19.73%

3 Years 18.80%

4 Years 20.32%

5 Years 16.07%

6 Years 15.34%

9 Years 19.67%

KEY STATISTICS








DENALI OFFSHORE PARTNERS, LTD.

Manager: Denali Asset Management, LLLP

Fund: Denali Offshore Partners, Ltd.

Strategy: Short-Term Global Macro Trading

Strategy Inception Date: June 2000

Background

Denali Asset Management, LLLP(“Denali”) is a professional moneymanagement firm providing assetmanagement services toinstitutional investors and high networth individuals. Denali applies ashort-term global macro tradingapproach that attempts to profitfrom opportunities in a wide varietyof markets, including financialfutures, foreign exchange,individual equities and commodityfutures, on a discretionary basis.Denali seeks to provide itsinvestors with competitive rates ofreturn with low performancedrawdowns and with lowcorrelation to stocks and bonds.

In the USA, Denali is registered asa Commodity Trading Adviser (CTA)with the Commodity FuturesTrading Commission (CFTC) and isa member of the National FuturesAssociation (NFA).

Denali Offshore Partners, Ltd. (the“Fund”) is traded pursuant toDenali Asset Management, LLLP'sAscent Program ("Ascent"), ashort-term global macro strategythat trades a wide variety ofmarkets using a flexible,opportunistic trading approach. Asa discretionary trading strategy,Ascent is based upon the uniquemarket judgment of its chief traderand the specialised analytics andtrading skills of a complementary

team of professionals, whosemembers each have over a decadeof experience in financial markets.The team continuously monitorsthe dynamic relationships betweendifferent markets and marketsectors to identify tradingopportunities that emerge whenthese relationships change. Thebasis for any particular trade maybe fundamental or technical andthen subsequently confirmed bythe other.

Technical factors considered byDenali include the presence andstrength of price trends, thetechnical inter-relationshipsbetween market sectors andmathematically derived priceindicators. Fundamentalconsiderations include recentlyreleased economic reports, trendsin economic data, government andcentral bank policy decisions,corporate reports, andmiscellaneous news developments.All of this information is factoredtogether to determine a bias in aparticular market or sector, andthen appropriate short-term tradingopportunities are identified thatmeet the program's risk-rewardrequirements.

Denali currently has just over US$430 million undermanagement, including notionalfunds.

22

23



Last: Return

1 Year 23.17%

2 Years 40.14%

3 Years 39.66%

KEY STATISTICS








6 The track shown above represents the performance of (a) Denali Partners, L.P., the domestic fund, from June 2000 through October 2002and (b) the offshore fund, Denali Offshore Partners Ltd., - launched in November 2002 – from November 2002 to 31 March 2004. Both fundsare managed in exactly the same fashion and are traded pursuant to Denali Asset Management, LLLP's Ascent Program. The offshore fundhas had almost exactly the same track record as the domestic fund since November 2002.

All data are current as at 31 March 2004 and the data source is Denali Asset Management, LLLP.

ENDEAVOUR FUNDS MANAGEMENT LIMITED

Manager: Endeavour Funds Management Limited(ACN 093 058 523)

Program Name: Endeavour Global Opportunities

Strategy: Discretionary short-term Tactical Trading

Inception Date: January 1999

Background

Endeavour Funds ManagementLimited (“Endeavour”) is an activeinvestment management companyspecialising in the provision ofcurrency management and tacticalasset allocation services andabsolute return investment strategiesto the funds management industry.

Endeavour was established by agroup of experienced investmentprofessionals who recognised thelimitations of traditional processesand their failure to add valueconsistently in various marketconditions, favourable andunfavourable.

The cornerstone of Endeavour’sinvestment philosophy is the firmbelief that fundamental economicand market analysis employed bytraditional investment managementis insufficient to manage investmentrisk effectively across a broadrange of market conditions.

Endeavour’s approach takesaccount of the observation that “inextreme market conditions,performance surprises can besignificantly larger, occur morefrequently and last longer thantraditional analysis suggests.”

Endeavour believes that it isimportant to distinguish betweennormal market conditions andextreme market conditions.Investment approaches that workwell in normal markets oftenperform poorly in extreme markets.In contrast to methods that employhistorically based quantitativeapproaches, or rely solely onforecast-dependent fundamentalanalysis, Endeavour combinesfundamental macro type analysiswith its proprietary real-time,market-based positionmanagement process to giveclients a more consistent androbust investment managementcapability over a broader range ofmarket conditions. Endeavour’sproprietary risk managementmodels have been successfullyused to manage equity, bond,currency and commodity marketrisks over the past 10 years in abroad range of market conditions.

Endeavour’s Global OpportunitiesProgram is a multi-strategy, multi-market absolute return strategy withan objective of consistently deliveringsuperior risk-adjusted returns witha low to negative correlation to thereturns offered by traditionalinvestments that are dependent onfavourable equity or bond marketconditions to add value.

Endeavour is fully owned by themanagement of the company andis based in Sydney, Australia.

Endeavour currently has theequivalent of US$100m undermanagement, including notionalfunds.

24

25



Last: Return

1 Year 16.82%

2 Years 26.41%

3 Years 22.04%

4 Years 23.46%

5 Years 21.80%

KEY STATISTICS








7 The track record shown above represents the actual performance of the longest running managed account traded byEndeavour Funds Management Limited pursuant to the Endeavour Global Opportunities strategy.

All data are current as at 31 March 2004 and the data source is Endeavour Funds Management Limited.

TABLE OF COMPONENTFUND RETURNS AND STATED TARGETSTable 1 contains information oneach Component Fund in theEquinox Portfolio. Included are theinitial weights allocated to eachComponent Fund, the inceptiondate of each trading program orfund to be included in the EquinoxPortfolio, the compound annualreturn for each, and eachmanager’s stated return target (netof fees) for a medium term timehorizon (4 to 7 years).

Using the table below, investorsmay compare each manager’sactual historical performance to theirstated medium term return targets.

Investors should be aware thatneither the historical returnsachieved by managers, nor thestated return targets of themanagers, guarantee anyparticular level of return for thefuture. Such data are not reliableindicators of future returns. As atthe date of this prospectus theCompany has not issued any classC Participating Shares and theEquinox Portfolio has no operatinghistory.

COMPONENT INITIAL EXPOSURE IN INCEPTION DATE COMPOUND MANAGER’SFUND / PROGRAM EQUINOX PORTFOLIO ANNUAL STATED ANNUAL

(WHERE INITIAL RETURN8 RETURN TARGET9

EXPOSURE = 120% OF EQUINOX PORTFOLIO NAV)

GAM Diversity II Inc. 20% Jul 1998 10.66% Not stated10

Cadogan AlternativeStrategies Fund Limited 20% Feb 1997 9.11% 8-12%

Selectinvest Arbitrage/Relative Value Ltd. 20% Aug 1998 8.35% 7-10%

Transtrend DiversifiedTrend Program – Enhanced Risk (USD) 40% Jan 1995 20.70% 20%

Denali OffshorePartners, Ltd.11 10% Jun 2000 40.56% 20%12

Endeavour GlobalOpportunities 10% Jan 1999 22.36% 15%

Table 1 : Component Fund information

8 Returns are calculated over the period from inception to 31 March 2004.9 Return target as at 30 April 2004.10 The manager of GAM Diversity II Inc. has no stated numeric return target. Their performance goal is to generate consistent positive returns and to

outperform the MSCI World Index.11 The track record shown represents the performance of (a) Denali Partners, L.P., the domestic fund, from June 2000 through October 2002 and (b) the

offshore fund, Denali Offshore Partners Ltd.,- launched in November 2002 - from November 2002 to 31 March 2004.12 The manager of Denali Offshore Partners, Ltd. seeks to return a minimum of 20% each year with limited volatility, but does not maintain performancetargets over longer periods.

26

THE COMPANY’S RETURNTARGETIn choosing the mix of ComponentFunds the Company has aimed fora portfolio with the potential toachieve compound annual returnsover the medium term (4-7 years)of around 13% to 15%, havingregard to the features of thisoffering (including applicable fees,Capital Protection and currencyhedging).

This target is not a projection,forecast, prediction or the result ofa simulation of future performance.The Company’s return target whenit selected the Component Fundsis not and should not be seen as astatement about the future.Instead, it has been included sothat investors may gain an insightinto the type of reward sought andthe commensurate risk undertakenin constructing the mix ofComponent Funds within theEquinox Portfolio.

The Company’s return targetwhen it selected the ComponentFunds is not indicative of futureperformance. Futureperformance may differmaterially.

Investments such as Shares in theCompany and the ComponentFunds should not be seen aspredictable, low risk investments.The returns of the ComponentFunds have sometimes exceededtheir return target and sometimesfallen short. In fact, the ComponentFunds have each experiencedperiods of negative returns.Investors should be aware that theShare price is likely to display highvolatility leading to significantfluctuations in monthly returns. TheCompany estimates that theannualised monthly volatility is likelyto be in the range of 8-12% perannum, but may rise to far higherlevels. High volatility does not implythat investment returns over themedium term will be negative, butit does suggest that returns overshort periods of time will beunpredictable and may varysignificantly from the target, or fromprevious returns. Thereforeinvestors should not expectconsistent returns every year.

27

PORTFOLIOMANAGEMENTThe six Component Fundsdescribed in the preceding pageshave been chosen by theCompany to be included in theEquinox Portfolio. The Companyhas chosen this Portfolio with theintention of leaving the strategy mixgenerally unchanged throughoutthe term of the investment exceptfor periodic re-balancing to originalweights. As such, investors shouldensure they are comfortable withthe possibility that the compositionof the Equinox Portfolio mayremain unchanged for the entiretyof their investment, even ifperformance is poor.

The Company has retained theservices of Macquarie InternationalCapital Advisors Pty Limited(“MICAP”), a wholly ownedsubsidiary of Macquarie, to act asRisk Adviser. In this role MICAP willmonitor the Equinox Portfolio’sexposure to the Component Fundsand advise if it believes there is amaterial breach of conduct, interms of the investing, trading orbusiness activities of the managersof the Component Funds. MICAP’srole will include frequent Portfoliomonitoring, regular contact with themanagers of the ComponentFunds, site visits to thosemanagers, and risk monitoring.MICAP will also advise theDirectors on any changes to thePortfolio. The Directors reserve theright to change one or all of theComponent Funds, or to add newmanagers at any time during thecourse of the investment. However,the Company does not intend tomanage the Portfolio in a “high-turnover” fashion and willmake changes only when they areconsidered to be necessary andare evaluated to be in the bestinterests of its class Cshareholders. At the date of thisprospectus the Company has noPortfolio alterations planned.

Information about the ComponentFunds and their managers isincluded in this prospectus to giveinvestors an insight into theattributes, trading methodology,experience, diversity andrisk/reward characteristics of eachmanager and to help investorsbecome informed about the natureof the investment.

EQUINOX PORTFOLIO RE-BALANCINGThe Company intends to re-balance the Component Fundinvestments of the EquinoxPortfolio periodically to reflect theinitial relative weights, assumingthat the Portfolio contains thesame Component Funds as atinception. Thus, if one managerwithin the Portfolio outperforms theothers significantly, causing adeviation from the initial weights,the Portfolio will be brought backto the original ratios by re-balancing. The Company maychoose to re-balance the Portfolioat any time.

If such a re-balance is not possiblefor some reason beyond thecontrol of the Company, such as ifone of the Component Funds isclosed to further investments, theCompany will re-balance thePortfolio according to its owndiscretion, or find an alternativemanager.

28

23222120191817

SECTION 3 THE EQUINOX TOTAL BENEFIT

The Equinox Total Benefit 30

Benefit 1: Rising Capital Protection 30

Benefit 2: Cash Dividends 31

Threshold Management – a flexible asset management method 31

Threshold Management effects 32

An example of the Equinox Total Benefit spanning two years 33

29

THE EQUINOX TOTAL BENEFITThe Equinox Total Benefit isdesigned to provide holders ofShares with the security of CapitalProtection, the cash-flow ofdividend payments, and the addedbonus of Profit Lock-ins. Insummary, the Equinox Total Benefitconsists of the following elements:

1. Rising Capital Protection,which provides future securityfor investors. It includes:

(a) 100% Capital Protection tothe value of $1.03 per Shareheld as at the CapitalProtection Date (subject tothe terms and conditions ofthe Capital ProtectionAgreement); and

(b) Profit Lock-ins: a facilitydesigned to increase thelevel of the CapitalProtection.

2. Cash Dividends, structured toprovide income to investorswithout reducing the prevailinglevel of Capital Protection.

BENEFIT 1: RISING CAPITALPROTECTIONHolders of Shares can receive thebenefit of the Rising CapitalProtection only as at the CapitalProtection Date. The level ofprotection as at the CapitalProtection Date will initially be setat $1.03 per Share and may riseduring the course of the CapitalProtection by Profit Lock-ins beingdeclared by the Company. Thelevel of protection will be referredto as the “Capital Protected Level”,which is expressed in Dollars perShare.

The Capital Protection is availableonly on the Capital Protection Date.Investors who dispose of Sharesprior to that date will not qualify toreceive the benefits of CapitalProtection in respect of thedisposed Shares. Shares held afterthe Capital Protection Date will nothave the benefits of CapitalProtection after that date, unless anew protection facility is securedby the Company. Investors wantingto ensure they realise the benefitsof the Capital Protection (i.e. thatthey receive at least the CapitalProtected Level for each of theirShares) would therefore have toredeem their Shares as at theCapital Protection Date, rather thandisposing of Shares earlier, orholding Shares past that date.

The Capital Protection will take theform of an automaticallyexercisable put option issued byMacquarie to the Company. Theput option is exercisable only onthe Capital Protection Date. To theextent that the Equinox Portfolio’snet asset value (“NAV”) per Shareon the Capital Protection Date fallsshort of the Capital ProtectedLevel, Macquarie will pay to theCompany an amount per Shareequal to the difference in value.

The Capital Protection Agreementcontains certain terms andconditions, including terminationevents, which, if triggered, wouldresult in the Capital Protectionbeing lost. These terms andconditions are noted in Section 6,the section outlining risks. Onecondition of the agreement is thatthe Company adhere to a set ofinvestment guidelines, whichincludes the use of ThresholdManagement. ThresholdManagement is described later inthis section.

Profit Lock-ins

The Company will assess theperformance of the EquinoxPortfolio in respect of eachAustralian Financial Year with aview to declaring 40-60% of anyNet Trading Profits as a ProfitLock-in. Any Profit Lock-in amountwill raise the Capital ProtectedLevel by the same amount.

Profit Lock-ins will serve to protecta portion of any Net Trading Profitsby increasing the Capital ProtectedLevel available as at the CapitalProtection Date.

The Company reserves the right toreduce, without notice, themagnitude of Profit Lock-indeclarations from the currentlyintended 40-60%. The Companymay declare a Profit Lock-in at anytime in respect of profits pertainingto any particular Australian FinancialYear. However, after a Profit Lock-inis declared the increased CapitalProtected Level can not be reducedby the Company.

30

To effect the increase in the CapitalProtected Level associated with aProfit Lock-in the Company mayleave all applicable assets with theComponent Funds (thereby raisingthe threshold curves used within theThreshold Management mechanism,which is explained later in thissection), and/or effect appropriateredemptions from the ComponentFunds such that the redemptionproceeds, when placed in termdeposits, would be sufficient to yieldthe Profit Lock-in amount on theCapital Protection Date.

Investors should note that, as withthe Capital Protection, the benefitsof any Profit Lock-ins areapplicable only in relation to Sharesheld as at the Capital ProtectionDate (subject to the terms andconditions of the Capital ProtectionAgreement).

BENEFIT 2: CASH DIVIDENDS

The Company is also able to payCash Dividends out of the profits ofthe Equinox Portfolio. Any CashDividends will be paid via directcredit to investors’ bank accountsor sent by cheque.

Cash Dividends provide investorswith an immediate cash-flowbenefit. Importantly, the paymentof Cash Dividends will notreduce the Capital ProtectedLevel. This means that, when aCash Dividend is paid, investorsare extracting a portion of theirprofits without reducing the CapitalProtected Level.

The Directors maintain completediscretion regarding the amountand timing of any Cash Dividend. Itis the Directors’ current expectationthat they will be resolving to paydividends in the future, althoughthe timing and amount of thedividends are uncertain.

Cash Dividends paid by theCompany will not be franked as theCompany considers it is and willcontinue to be a non resident ofAustralia for Australian taxpurposes (refer to informationunder the heading “Tax Status” inSection 8 for further detailsregarding the non residency statusof the Company).

THRESHOLDMANAGEMENT - AFLEXIBLE ASSETMANAGEMENT METHODThe Capital Protection modelrequires that, over the life of theCapital Protection Agreement anasset management method calledThreshold Management beemployed. The particular ThresholdManagement model used must beacceptable to both the Companyand Macquarie, the CapitalProtection provider.

Threshold Management requiresthat the value of assets held withthe Component Funds iscompared weekly to certainreference curves. The mostimportant reference curve is calledthe Knockout Curve. It representsthe growth over time of an amountof capital which, if invested inappropriately dated SecurityDeposits, would deliver per Shareat the Capital Protection Date theprevailing Capital Protected Leveladjusted for any currently heldSecurity Deposits and liabilities.

In addition, a Sell Trigger curve isplaced above the Knockout Curve(and below the level of assets heldwith the Component Funds). If thislatter amount were to fall below theSell Trigger, a certain portion of theinvestments held with theComponent Funds would beredeemed and the proceedsplaced in Security Deposits. Theproportions held in ComponentFunds and Security Deposits aredetermined by a series ofequations and are designed tomaintain an acceptable exposureto the Component Funds, while stillseeking to achieve the CapitalProtected Level at the CapitalProtection Date.

31

After a Sell Trigger has been hit, anew Sell Trigger is placed betweenthe current level of assets held withComponent Funds and theKnockout Curve, while a BuyTrigger is placed above the former.If the Sell Trigger is breachedagain, further assets will beswitched from -the ComponentFunds into Security Deposits. If theBuy Trigger is surpassed, assetswill be shifted from SecurityDeposits to the Component Funds.

The Knockout Curve is based oncurrently prevailing applicableinterest rates and therefore it andthe Buy and Sell Triggers will varywith movements in applicableinterest rates. A fall in interest rateswill have the effect of raising thecurves and a rise in interest rateswill cause the curves to fall. Thedynamic nature of these curveshas the potential to causereductions in the assets held withComponent Funds purely throughmovements in interest rates.

$1.40$1.30$1.20$1.10$1.00$0.90$0.80$0.70$0.60$0.50$0.40$0.30$0.20$0.10$0.00

7.5 7.0 6.5 6.0 5.5 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0

Years until the Capital Protection Date

Am

ount

per

Sha

re Sell Trigger

Knockout Curve

Figure 3 shows an hypotheticalillustration of how the KnockoutCurve and an initial Sell Trigger maylook over time assuming all netproceeds from the offering ofShares are placed with theComponent Fund investments. Thecurves have been generated usingprevailing interest rates as at 31March 2004, and show thetheoretical shape of the curvesover time if interest rates were tostay constant. In practice, thesecurves may vary daily as therelevant fixed interest rate fordeposits maturing on the CapitalProtection Date changes. A BuyTrigger has not been included onthe graph, as a Buy Trigger willappear only after a Sell Trigger hasbeen breached. At inception noBuy Trigger will exist.

THRESHOLDMANAGEMENT EFFECTSIn circumstances where declaring aProfit Lock-in of between 40% and60% of Net Trading Profits (and/orpaying a Cash Dividend) wouldimmediately or imminently cause aSell Trigger to be breached theCompany may reduce, delay orabandon Profit Lock-ins and/orCash Dividends in respect of theEquinox Portfolio for that FinancialYear. If a Sell Trigger is breached, acertain portion of the assets held inComponent Funds would beswitched to Security Deposits. It isthe Company’s intention not todeclare Profit Lock-ins and/or CashDividends if they would likely comeat the expense of the EquinoxPortfolio maintaining its exposureto the Component Funds.

FIGURE 3 - AN ILLUSTRATIONOF THRESHOLD MANAGEMENT

If the Knockout Curve were to bebreached by the level of assetsheld in Component Funds, theentire Equinox Portfolio would beplaced into Security Deposits untilthe Capital Protection Date.

The parameters and details of theThreshold Managementmechanism may be changedduring the course of the CapitalProtection if the Company andMacquarie agree. Changes tothese parameters and details willnot change the Capital ProtectedLevel.

32

AN EXAMPLE OF THEEQUINOX TOTAL BENEFITSPANNING TWO YEARSLet’s take an example where theEquinox Portfolio’s investmentshave performed well over its firstFinancial Year of operation,resulting in Net Trading Profits of16 cents per Share. Let’s assume:

– that the Company decides todeclare 50% of this amount to aProfit Lock-in. This would allow theCompany to increase the CapitalProtected Level by 8 cents perShare to $1.11; and

– that the Company pays a CashDividend of 4 cents per Share.

This is illustrated in the first graphbelow, entitled “First FinancialYear”. The graph shows the CapitalProtected Level, the Profit Lock-in,the Cash Dividend and theunprotected profits (profits notdeclared as a Profit Lock-in or aCash Dividend). The line representsthe NAV of the Shares. At thebeginning of the second year, theProfit Lock-in has been added tothe Capital Protected Level, takingit to $1.11 per Share, and the CashDividend has been paid toinvestors, causing the NAV to fallby 4 cents, due to the Sharesgoing “ex-dividend”.

To continue the example, let’sassume that in the followingFinancial Year trading losses causethe NAV to fall by 5 cents perShare. Here, the Company isunable to declare a Profit Lock-inor pay a Cash Dividend, as thereare no Net Trading Profits for thatyear. This is illustrated as “SecondFinancial Year” in the graph below.Despite the investment losses forthe year, which take the NAV belowthe Capital Protected Level,investors retain the security of theCapital Protected Level remainingat $1.11.

33

FIRST FINANCIAL YEAR

SECOND FINANCIAL YEAR

To illustrate the level over time ofthe Equinox Total Benefit in thisexample, the following graphshows the cumulative levels ofCapital Protection and CashDividends across the twopreviously described FinancialYears. The unprotected profits andthe NAV have not been included inthis graph.

Investors should note that there isno guarantee that there will be aProfit Lock-in or Cash Dividenddeclared in respect of everyFinancial Year or that there will bepositive returns within the EquinoxPortfolio. The preceding examplesare not intended to be indicative offuture returns.

$1.20

$1.15

$1.10

$1.05

$1.00

$0.95

End of Year 1

Am

ount

per

Sha

re

End of Year 2

Company declares a Profit Lock-in and Cash Dividend

Capital Protected Level

Cumulative Cash Dividends

EQUINOX TOTAL BENEFIT

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23222120191817

SECTION 4 THE INVESTMENT TERMS

Application for Shares 36

Over-subscriptions 36

Minimum subscription 36

No underwriting 36

Disposal of Shares 36

Redemption 36

Proposed regular transfer/sale facility 37

Partial redemptions 37

How to request disposal 37

The term of the investment 37

Reporting to investors 38

Listing on the Irish Stock Exchange (ISE) 38

Prevention of money laundering 38

35

APPLICATION FORSHARESThe minimum Application Amountis $5,000, with $1,000 incrementsthereafter.

Application for Shares can bemade only as set out under “Howdo I invest?” in Section 1.Application Forms received maynot be withdrawn. The Company,at its sole discretion, reserves theright not to issue Shares in respectof any application or to allot fewerShares than are subscribed for. Insuch an event, the applicant willhave no claim against the Arrangerfor failure to arrange the issue ofShares. The offer by the Arranger issubject to the terms of thisprospectus. If fewer Shares thanrequested are allotted then theresidual Application Amount will bereturned to the investor. If noShares are allotted to an investorthen all of the investor’s ApplicationAmount will also be returned. Anysuch returned funds will includeinterest only for those investorswhose application monies werereceived and cleared prior to theSubscription Interest Cut-off Date.

Investors will be notified shortlyafter their application has beenreceived and processed. Indetermining the number of Sharesto be allotted, the Company willfirst deduct the Adviser ReferralFee (see section 5) from yourapplication monies.

Shares in the Company will beallotted as soon as practicableafter the Offer Close Date andShare certificates will be mailed toinvestors subsequently.The Arranger reserves the right toclose the offer early at its discretion.

OVER-SUBSCRIPTIONSThe maximum subscriptions thatthe Company can accept isdependant on the availablecapacity the Company hasnegotiated with the ComponentFunds. The Arranger reserves therights to increase the maximumShare subscription amount at anytime and to close the offer early.

MINIMUM SUBSCRIPTIONThe minimum amount which, in theopinion of the Directors, must beraised in this offering is$10,000,000. In the event that theminimum subscription is notreceived by the Offer Close Date,no Shares will be allotted and allfunds received from prospectiveinvestors will be returned. Suchreturned funds will include interestonly for those investors whoseapplication monies were receivedand cleared prior to theSubscription Interest Cut-off Date.

NO UNDERWRITINGThe offer is not underwritten.

DISPOSAL OF SHARESAlthough this offering is designedto be a medium term investment,investors may dispose of theirShares subject to certainconditions. Such disposals may bevia redemption of Shares, orinvestors may transfer theirholdings to a third party with priorconsent of the Company. It is theArranger’s intention to procure aregular transfer facility via aMacquarie entity after June 2004.Investors should be aware thatstamp duty may be payable upontransfer of Shares.

Investors should contact theMacquarie Equinox Service Centreon 1800 025 513 or +61 2 82321181 to request the appropriateforms for redemption or transfer ofShares. All redemptions andtransfers will require the Sharecertificate issued to the investor tobe returned to the Company. Forpartial redemptions and transfers anew Share certificate will be issued.

Redemption

Investors may apply to redeem allor part of their investment by givingat least 40 days written notice tothe Arranger prior to anyRedemption Date. RedemptionDates are the last Business Day ofany calendar month. Investors willnot be able to withdraw aredemption request once it hasbeen received by the Company,unless provided for in the Bye-laws.

Redemption requests will beprocessed once the aggregate ofall investors’ outstanding requestsequals at least $250,000. Wherethe aggregate of all requests fallsshort of this level, the requests maybe held over for up to onesubsequent Redemption Date.Under normal circumstances,investors will receive the applicablenet redemption proceedsapproximately 40 days after theirRedemption Date. Possible delaysare detailed in Section 8.

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The price at which any redemptionwill be processed will be the ShareRedemption Price pertaining to theapplicable Redemption Date. TheShare Redemption Price is theRedemption Date’s Equinox PortfolioNAV per Share adjusted for anyapplicable Capital Protectionsurrender fee, as detailed in Section5. This fee will apply for redemptionseffected prior to 30 June 2007. Thefee reduces over time until that date,so the longer an investor has heldShares before redemption the lowerthis fee will be. At the time aredemption request is made theapplicable Share Redemption Pricewill not be known.

Redemptions will not be possiblewhen the Directors havesuspended the determination ofthe Equinox Portfolio NAV or theredemption of Shares, which canoccur in certain circumstances asdescribed in Section 8.

Proposed regular transfer/sale facility

As at the date of this prospectus,the only disposal mechanismprovided to investors by theArranger is redemption. However, itis the Arranger’s intention to procureprovision of a regular transfer or salefacility via a Macquarie entity afterJune 2004. This would allowinvestors to apply to that entity topurchase their Shares. Investors willbe informed of the terms andconditions of this alternative disposalmechanism if and when it becomesavailable to them. A regular transferfacility would operate on a monthlybasis. However, unlike redemptions,there would be no minimumaggregate transfers required beforeprocessing. The facility would beintended to provide greater certaintyof liquidity to investors.

Partial redemptions

Partial redemption requests mustbe for at least 5,000 Shares andmust leave at least 5,000 Shares inthe investor’s holding. TheCompany may treat a redemptionrequest which, if satisfied, wouldleave the investor with less than5,000 Shares as a request forredemption of the investor’s entireshareholding.

How to request disposal

Written disposal requests must besent by mail to:

Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001

or sent by fax to +61 2 8232 6838.

Investors disposing of Shares mustsend in their Share certificate withtheir disposal request.

THE TERM OF THE INVESTMENTThere is no fixed term for thisinvestment. However, CapitalProtection will cease immediatelyafter the Capital Protection Date.Investors wishing to stay investedin Shares in the Company beyondthe Capital Protection Date shouldbe aware that they will not have thebenefits of Capital Protection afterthat date.

Before the Capital Protection Datethe Arranger will seek frominvestors confirmation as towhether they wish to request adisposal of their Shares or tocontinue to hold those Sharesbeyond the Capital ProtectionDate.

Shares not disposed of will be helduntil such time as the Company iswound up, the Shares arecompulsorily redeemed or investorschoose to request disposal.

37

REPORTING TOINVESTORSInvestors will be sent an investorreport each calendar quarter. Thisreport will contain details of theprogress of the investment, as wellas important information abouttheir shareholding.

Each month the Equinox websitewill contain the followinginformation about the EquinoxPortfolio:

– The Equinox Portfolio NAV perShare;

– The Equinox total return index (anaccumulation index of the EquinoxPortfolio NAV per Share adjustedfor the effect of Cash Dividends);and

– The Capital Protected Level, ProfitLock-in and Cash Dividendinformation.

The Equinox website address ismacquarie.com.au/equinox.

The Company’s fiscal year is from 1 January through 31 December.Within six months of the end ofeach full fiscal year, or as soon aspracticable thereafter, investors willbe sent audited financialstatements of the Company. Allfinancial statements will beprepared in accordance withinternational accounting standards.

LISTING ON THE IRISHSTOCK EXCHANGE (ISE)The company has made anapplication to the Irish StockExchange Limited for class CParticipating Shares of Equinox tobe admitted to the Official List ofthe Irish Stock Exchange. It isintended, should the application besuccessful, that the Shares will beadmitted to the Official List on orabout the Offer Close Date.

No application has been made forthe Shares to be listed on anyother stock exchange.

The Directors believe that the IrishStock Exchange has becomerecognised worldwide as a leadingcentre for listing alternativeinvestments and that such a listingcan provide a degree of pricetransparency and internationalprofile that may be seen by manyinvestors as desirable. The ISE wasestablished in 1793 and has beenlisting alternative investmentvehicles since 1989. All net assetvalues of the listed productsnotified to ISE and allannouncements made by listedentities are reported through theISE information disseminationsystem and are carried by Reuters,Bloomberg and other newsservices, and appear on the ISEwebsite.

Inclusion of the Shares in theOfficial List of the Irish StockExchange will result in thequotation of a price per Share, butthe Directors do not expect that anactive secondary market willdevelop in the Shares on thatexchange. Investors wishing todispose of Shares will need topursue the disposal mechanisms ofredemption or transfer describedearlier in this section.

38

Although it is not the Company’sexpectation it is possible that theapplication to the Irish StockExchange for admission of Sharesto quotation on the Official List ofthat exchange may not beaccepted prior to the issue ofShares under this offer. If thishappens Equinox will either repayinvestors their subscription moniesor issue a supplementaryprospectus and:

– give investors one month towithdraw their application and berepaid their application monies infull; or

– issue the Shares to applications andgive applicants one month towithdraw their application, in whichcase the Shares will be cancelledand investors will be repaid theirapplication monies in full.

PREVENTION OF MONEYLAUNDERING

Measures aimed at the preventionof money laundering may requirean applicant’s identity to be verified.This may require that certaininformation and documents beprovided prior to Shares beingissued. Shares will not be issueduntil such time as all theinformation and documentationrequested has been received andsatisfactorily processed. This mayresult in delays in Shares beingissued. In addition, if furtherinformation and documents arerequired subsequent to the issue ofShares, those items must beprovided by investors within areasonable time frame or theirShares may be compulsorilyredeemed by the Company.

Each applicant acknowledges thatneither the Company nor theArranger is liable for any loss arisingas a result of a failure to process ordelay in processing any applicationfor Shares for any reason.

23222120191817

SECTION 5 FEES

General fees 40

Fees payable by service providers 41

Fees payable in connection with Component Funds 42

General 42

39

GENERAL FEES

Adviser Referral Fee and trailingadviser fee

Sales agents, brokers and financialadvisers are entitled to receive aonce-only Adviser Referral Fee of3% of an investor’s ApplicationAmount. This amount will bededucted from your applicationmonies prior to the allotment ofShares. Shares will then be allottedfor each investor from the investor’sApplication Amount (plus anyinterest earned) net of this fee.Advisers may forgo this fee in wholeor in part by indicating appropriatelyon the Application Form.

Starting in the second year of theinvestment, the Company will alsoaccrue monthly and pay quarterly atrailing adviser fee of 0.5% perannum of the month-end EquinoxPortfolio NAV (the NAV beingreduced for this calculation by anyamounts held in Security Deposits)to sales agents, brokers andfinancial advisers, where applicable,by reference to the currently heldshareholding of their referredinvestors. Investing without anintermediary such as a financialadviser will still result in the abovefees being paid. In thesecircumstances these fees will bepaid to the Arranger.

Advisory fee

MICAP will receive an advisory feefrom the Company, charged monthlyin arrears, for services in its role asRisk Adviser. This fee will be 1.25%per annum of the notional exposureof the Equinox Portfolio investments(excluding Security Deposits). Thenotional exposure will initially beapproximately 120% of the EquinoxPortfolio NAV.

Investors and financial advisersshould note that the advisory feeand the trailing adviser fee will notbe charged on any portion of theEquinox Portfolio which may be heldin Security Deposits. These two feesare charged only on the basis of thenotional exposure of the EquinoxPortfolio investments or the EquinoxPortfolio NAV, respectively, less, ineach case, any amounts held inSecurity Deposits.

Capital Protection fee

The Company will pay Macquarieduring the life of the CapitalProtection a Capital Protection fee of1.25% per annum of the EquinoxPortfolio NAV, calculated andcharged monthly in arrears.

Capital Protection surrender fee

For Shares redeemed prior to 30June 2007 the Company must alsopay Macquarie a Capital Protectionsurrender fee equal to one twelfth of1.25% of the NAV of thecorresponding Shares beingredeemed, multiplied by the numberof months from the time ofredemption until 30 June 2007. Theamount of this fee will be taken intoaccount in calculating the ShareRedemption Price. This fee will notapply for redemptions effected after30 June 2007.

40

Establishment costs andongoing administration costs

Offer establishment costs (includingany previously unrecoveredestablishment costs in respect ofthe Company), costs associatedwith application to the Irish StockExchange to be admitted to theOfficial List, ongoing administrationand operating costs payable tothird-party service providers will bepaid by the Company out of eachportfolio in accordance with theCompany’s Bye-laws. Suchexpenses include, withoutlimitation, auditors’ fees, certainother administration costs(including engagement of thirdparties to assist with administrationof the Company), costs incurred inthe acquisition, holding anddisposal of investments (forexample, investment brokerageand clearing house fees), ongoingfees of the Irish Stock Exchangeand the costs of convening andholding meetings of investors.

Establishment costs are expectedto be in the order of $500,000.However, any establishment costsexceeding 2% of the amountraised in this offering will bepayable by MICAP out of its ownfunds. Establishment costs will becapitalised and amortised over theEquinox Portfolio’s first 3 yeartrading period. The serviceproviders appointed by theCompany will receive fees for theirservices at commerciallydetermined rates. These fees aresubject to periodic review and willinitially be as follows: theAdministrator will receive a fee ofUS$13,000 per annum foradministration of the Shares plusUS$5,000 for corporate secretarial

and directors’ services to theCompany (the latter to be proratedacross all Participating Shares of allclasses on issue at the time ofpayment); the Directors will receivean annual fee which is notexpected to exceed US$15,000 intotal (to be prorated across allParticipating Shares of all classeson issue at the time of payment);the Auditor will receive a fee ofapproximately US$12,000 perclass of Participating Shares.

FEES PAYABLE BYSERVICE PROVIDERSThe Arranger will be paid aquarterly amount by way ofreimbursement equal to theamount of its costs and expensesincurred in acting as Arranger ofthe offer. This amount is payable byMICAP out of its own funds.

41

42

FEES PAYABLE INCONNECTION WITHCOMPONENT FUNDSFees and expenses will be payablein connection with the Company’sparticipation in the ComponentFunds themselves or by thevehicles through which theCompany accesses its exposure tothe Component Funds. Thepayment of fees to the managersof the Component Funds (in theform of management fees and, insome cases, performance fees) willbe reflected in the share prices ofthe investments made by theCompany to gain access to theComponent Funds.

Macquarie Portfolio ManagementLimited, a wholly owned subsidiaryof Macquarie, will act asaccountant and risk monitor to theTactical Access Company (acompany called Cradle MountainTrading Fund No.1 Limited, whichmay be used to gain access to theTactical Trading investments. Thisis discussed in Section 9 -Additional Information). The fee forthis service payable by the TacticalAccess Company will initially be inthe order of $70,000 per annum (tobe prorated across all participatingshares of all classes on issue in theTactical Access Company at thetime of payment) and is subject toperiodic review.

GENERAL

Each investor is liable for all taxesand costs in relation to thatinvestor’s entitlement to income orcapital of the Company and forunpaid amounts otherwise payableby that investor to the Company.

23222120191817

SECTION 6 RISKS

General investment risks 44

Risks specific to the Company 44

Risks specific to the Capital Protection 46

Potential conflicts of interest 48

Indemnification obligations 48

43

An investment in Shares in theCompany involves a number ofrisks. Before investing in Shares inthe Company, prospectiveinvestors should consider carefullythe principal risks that may affectthe financial performance of theEquinox Portfolio. These areoutlined below.

GENERAL INVESTMENTRISKS

General market

Investors’ returns may be adverselyaffected by market conditions,including but not limited to marketvolatility, interest rates, economicvariables, political events, war,natural events and changes in lawwhich may occur globally or at acountry, industry or asset classspecific level.

Foreign exchange

The currency hedging employed bythe Company will not completelyremove the risk that foreignexchange fluctuations may have anadverse impact on your investmentreturn.

Component Funds

The performance of the EquinoxPortfolio will depend largely on theinvestment performance achievedby the managers of theComponent Funds. There is a riskthat these investments mayperform poorly. The use of leveragemay magnify investment returns,both profits and losses. TheComponent Funds in the EquinoxPortfolio may use leveragedepending on their investmentstrategy.

Historical performance

The Equinox Portfolio has noperformance history. The historicalperformance of the ComponentFunds and the information relatingto the return target the Companyhad when it selected theComponent Funds are not reliableindicators of future performance ofthose investments or of theEquinox Portfolio and are notintended as forecasts, projectionsor simulations of futureperformance. There is a risk thatthe future performance of theComponent Funds will fall short ofthe performance shown in theirindividual track records and thatthe Equinox Portfolio’s performancewill fall short of the return target theCompany had when it selected theComponent Funds.

Taxation

Changes in tax laws or theirinterpretation could adversely affectthe tax treatment of the Company,its investments and its investors.See Section 7 for details of relatedtax issues. In the event of suchadverse change the Companyreserves the right to change itsinvestments or restructure, orcompulsorily redeem the Shares inaccordance with the Company’sBye-laws to limit or prevent anyadverse effects.

RISKS SPECIFIC TO THE COMPANY

Limited operating history

The Company has a limitedoperating history, while the EquinoxPortfolio has no operating history.As at the date of this prospectusno audited financial statementsexist for the Company and no classC Participating Shares in theCompany have been issued.

Liability of shareholders

Shareholders are not personallyliable for any debts or losses of theCompany beyond the amount oftheir unpaid share capitalcontribution. However,shareholders might be required torepay with interest cash dividendsor in-kind distributions received bythem to the extent ofoverpayments, if the Company isinsolvent at the time of thepayment or if such dividends ordistributions render the Companyinsolvent.

Shareholders of the Company haveno right or power to take part in itsmanagement. Accordingly, noperson should purchase the Sharesof the Company unless suchperson is willing to entrust allinvestment decisions to theCompany.

44

Portfolio changes

Macquarie International CapitalAdvisors Pty Limited (“MICAP”) willbe responsible for performing duediligence on the Equinox Portfolio,as described in Section 2. Inperforming this role, MICAP mayrecommend Portfolio changes tothe Company if it believes anunderlying investment is no longersuitable for inclusion in thePortfolio, for reasons such as amaterial deviation from a statedinvestment strategy. Therefore,there is the possibility that thecomposition of the EquinoxPortfolio will change due toinformation discovered during theterm of the investment.

Should the Equinox Portfoliocontain insufficient funds tomaintain its desired investments inthe Component Funds, theCompany will re-allocate fundsaccording to its assessment ofhow best to achieve its investmentgoals. If this is deemed impossible,the Company may allocate part orall of the Equinox Portfolio toSecurity Deposits, for any length oftime deemed necessary.

There is also the risk that any or allof the Component Funds mayreturn part or all of the Company’sinvestment monies (or may notaccept subscriptions as a result ofre-allocations from SecurityDeposits) for reasons of limitedcapacity. It is common practice forHedge Funds and Tactical Tradersto limit the amount of money theymanage based on theirassessment of their own ability totrade and invest the fundseffectively.

It is possible that during the courseof the investment a ComponentFund’s returns push its assetsbeyond the assessed capacity (orthe assessed capacity falls due tochanges in market opportunities orliquidity, for example), causing themanager to return part of itsinvestors’ assets to preserve theviability of the fund’s return profile.In such a case, the Companywould re-allocate the returnedcapital to other Component Fundsand/or make allocations to othermanagers as deemed appropriate.

Liquidity

Investments in the Company maynot be as liquid as some otherinvestments. Although the inclusionof the Shares in the Official List ofthe Irish Stock Exchange will resultin the quotation of a price perShare, the Directors do not expectthat an active secondary market willdevelop in the Shares on thatexchange. The Company’sunderlying investments may also beilliquid. The suggested term of theinvestment is at least three years.

While early redemptions arepossible, they are only availableperiodically and with certainrestrictions, as disclosed in Section4. There may be a longer thanexpected delay between theacceptance of redemption requestsand the payment of redemptionproceeds. The Company willendeavour to pay redemptionproceeds as soon as practicableafter the receipt of proceeds fromthe underlying investments.

The processing of redemptionrequests may be suspended inaccordance with the Company’sBye-laws in certain circumstancesincluding where the disposal ofCompany or Portfolio assets issuspended.

Change of law risk

The Company and some of theEquinox Portfolio’s investments aredomiciled in foreign jurisdictions.Changes to laws or theirinterpretation in Australia or foreignjurisdictions including taxation andcorporate regulatory laws couldhave a negative impact on theCompany and the EquinoxPortfolio’s returns to investors.Changes to corporate law mayhave an impact on investors’ abilityto redeem Shares. The Companyreserves the right to take steps tolimit or prevent any adverse effectsfrom changes to laws or theirinterpretation including altering itsinvestments or restructuring theCompany.

Additional share classes

The Company has previouslyissued class A and class BParticipating Shares and may, inthe future, issue additional classesof Participating Shares with aportfolio attributable to each classof shares. The NAV of each classof shares will be calculatedexclusively by reference to thevalue of the assets and liabilities inthe underlying portfolio maintainedin respect of the relevant class ofshares.

45

Each portfolio comprises theassets and liabilities attributable toa particular class of shares andeach portfolio will be managedseparately from and independentlyof the other portfolios. The holdersof shares in one class, in theircapacity as holders with respect toa particular portfolio, have no rightswhatsoever in respect of the assetsof any other portfolio. However, inthe event of the insolvency of oneor more portfolio under thisumbrella structure, any creditors inrespect of such insolvent portfolioor portfolios, unless those creditorswere contracted on a limitedrecourse basis, would be creditorsof the Company as a whole andaccordingly could proceed againstany assets of the Company,including any assets held in theEquinox Portfolio.

The Bye-laws of the Companyprovide that any material contractsentered into by the Company onbehalf of any portfolio shall be on alimited recourse basis only. Thismeans that only the assets of therelevant share class are available tosatisfy the liabilities incurred undersuch contracts. For this purpose,“material contracts” shall mean acontract where the liability of theCompany under the contractexceeds US$10,000 per annum.This restriction does not apply toany type of contract entered intoby the Company on behalf of theCompany as a whole (for examplethe Administration Agreement, asset out in Section 8) as opposed tothose entered into on behalf of aparticular share class or portfolio.

The same risks associated with theissue of additional classes ofshares in the Company also applyto the Tactical Access Company,which may also issue additionalshare classes on a similar basis.The segregation provisions of theoffering document of the TacticalAccess Company impose a similarconstraint with regard to materialcontracts.

Counterparty risk

The Equinox Portfolio has exposureto Macquarie and its subsidiaries intheir capacity as counterparties tothe Capital Protection Agreementand the Risk Advisory Agreement.In particular, if Macquarie were tobecome insolvent, it may be unableto pay any obligations under theCapital Protection Agreement,making the Capital Protectionpotentially worthless. In such anevent the Company may choose tofind an alternative capital protectionprovider. The Equinox Portfolio mayalso be exposed to Macquariethrough foreign exchange contractsand any Security Deposits heldwith Macquarie for the purposes ofThreshold Management.

Risks associated with leverage

As set out above, the Companymay, if permitted by and inaccordance with its Bye-laws, asamended from time to time, directlyborrow or otherwise utilise leverageof up to 30 per cent of the NAV ofthe Equinox Portfolio at any time.Additionally, the managers of theComponent Funds may also useleverage, depending on theirrespective investment strategies.The use of leverage may magnifyinvestment returns, both profitsand losses.

RISKS SPECIFIC TO THECAPITAL PROTECTION

Reduced exposure toComponent Funds

As described in Section 2, the assetsof the Equinox Portfolio may includeComponent Fund investments,foreign exchange contracts, cash atcall and Security Deposits.A risk associated with the CapitalProtection is that the assets of theEquinox Portfolio may be re-allocated from Component Fundsto Security Deposits, reducing thepotential for the Equinox Portfolioto generate attractive returns, andpotentially forgoing the ability to re-invest with the ComponentFunds in cases where capacity islimited. The allocation between theComponent Funds and SecurityDeposits is determined by theperformance of the assets held inComponent Funds compared tothe threshold curves used (namelythe Knockout Curve, Sell Triggersand Buy Triggers) in ThresholdManagement. These curves aredynamic and are constructedprimarily as a function of prevailingAustralian interest rates, the timeuntil the Capital Protection Dateand the Capital Protection Level.

A fall in the value of the Portfolio’sComponent Fund investments mayresult in a decreased allocation toComponent Funds. A fall inapplicable Australian interest ratesmay also result in a reducedallocation to Component Funds,even if the NAV of the Portfolio’sComponent Fund investments hasremained stable or has increased.

46

Investors should note that,although Cash Dividends andProfit Lock-ins provide benefits toinvestors, they may also increasethe risk of a Sell Trigger beingbreached, causing a reduction inexposure to the ComponentFunds.

Under the terms of the CapitalProtection, there may be a time atwhich 100% of the Portfolio hasbeen allocated to SecurityDeposits, in which case re-allocation to Component Fundswill not be possible. This mayoccur, for example, if theapplicable Australian interest ratesor the value of the ComponentFund investments have fallenconsiderably.

Termination events for theCapital Protection

There is a risk that the CapitalProtection may be terminated byMacquarie in certaincircumstances as outlined below.Should the Capital Protection beterminated, investors will notreceive the benefit of the CapitalProtection described in thisprospectus. In such a case theCompany may (but shall not beobliged to) seek an alternatecapital protection provider.

Macquarie has the right toterminate the Capital ProtectionAgreement which forms the CapitalProtection if, without its priorwritten consent:

– the Company breaches materiallyany of the representations orwarranties set out in the CapitalProtection Agreement;

– the Company fails to make anypayment due under the CapitalProtection Agreement within 5 Business Days of receiving anotice from Macquarie that suchpayment is overdue;

– there is a material deviation fromthe investment guidelinesgoverning the composition of theEquinox Portfolio or the investmentguidelines are amended in anymaterial respect withoutMacquarie’s consent. Theinvestment guidelines specify aminimum level of diversification andliquidity for the Equinox Portfolio;

– certain financial informationconcerning the Equinox Portfolio isnot provided to Macquarie withinagreed time limits; or

– a risk adviser or risk monitor notapproved by Macquarie isappointed to advise in relation tothe Equinox Portfolio.

Capital Protection Date

Investors should be aware thatCapital Protection applies only asat the Capital Protection Date. No Capital Protection will apply toShares redeemed prior to thatdate. Shares held past that datewill have had the benefit of theCapital Protection on that date, butwill not have ongoing protection.The only exception would be if theCompany decides to acquireadditional capital protection afterthe Capital Protection Date.

47

POTENTIAL CONFLICTSOF INTERESTPotential conflicts of interest existin the structure of this offer and theCompany’s operation. A number ofentities involved in this offer arerelated either by directshareholding or through commondirectors. The following companies,associated with this offer, arewholly-owned subsidiaries ofMacquarie:

– Macquarie International CapitalAdvisors Pty Limited;

– Macquarie Equities (Australia)Limited;

– Macquarie Portfolio ManagementLimited.

The following companies,associated with this offer, have oneor more common directors, someof whom are also senior executiveswithin Macquarie:

– Macquarie International CapitalAdvisors Pty Limited;

– Macquarie Equinox Limited;

– Macquarie Equities (Australia)Limited;

– Macquarie Portfolio ManagementLimited;

– Cradle Mountain Trading FundNo.1 Limited.

The Company and the TacticalAccess Company currently havethe same directors. The non-Macquarie directors of theCompany and the Tactical AccessCompany are employees oforganisations that have servicecontracts with Macquarie or itssubsidiaries and/or with fundsmanaged by Macquarie or itssubsidiaries.

The provider of the CapitalProtection and a possiblecounterparty when dealing inforeign exchange is Macquarie, theparent company of MICAP. Theobligations of Macquarie pursuantto the Capital Protection areconditional upon (among otherthings) compliance by theCompany with the terms of theinvestment guidelines, which arecontained in the Capital ProtectionAgreement.

A subsidiary of Macquarie ownsnon-participating voting shares inboth the Company and the TacticalAccess Company.

At the date of this prospectusMacquarie Bank Limited holdsclass A and class B shares in theCompany.

INDEMNIFICATIONOBLIGATIONSThe Company has agreed toindemnify, among others, theDirectors and other officers of theCompany, the Administrator, theRisk Adviser and each of theirrespective principals and affiliatesunder certain circumstances. In theevent that the Company or a partywhich the Company has agreed toindemnify was named as adefendant in a lawsuit or regulatoryaction stemming from the conductof the Company’s business, theCompany would bear theadditional costs of defending andindemnifying against such actionand would be at further risk if theCompany or the indemnified partyfailed to prevail in the litigation.

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23222120191817

SECTION 7 TAXATION FORAUSTRALIAN RESIDENTS

Australian resident shareholders 50

Part IVA 54

Product Ruling 54

Tax reform 54

Bermuda tax 54

Independent tax opinion 54

49

AUSTRALIAN RESIDENTSHAREHOLDERS

General

The following comments provide ageneral guide in relation to theAustralian tax implications forinvestors who are Australianresidents for tax purposes and whosubscribe for Shares pursuant tothis prospectus. The comments donot apply to any investor who mayhave a controlling interest in theCompany, but it is not expectedthat such a situation will arise.

All investors should seek their ownprofessional taxation advice todetermine the tax treatmentapplicable in their particularcircumstances. The followingcomments do not address anyissues that might arise for asubscriber for class C ParticipatingShares in consequence of anyholding of class A or class BParticipating Shares by thatsubscriber; any such subscribersshould, if necessary, obtainprofessional tax advice to addresssuch issues. Investors who changetax residency should also seekprofessional tax advice as to anychange in tax treatment of holdingShares.

Interest on an ApplicationAmount

In certain circumstances anapplicant may receive interest onan Application Amount. Anapplicant will be entitled to quote atax file number (“TFN”), or in certaincircumstances an AustralianBusiness Number (“ABN”), oralternatively to claim an exemptionfrom quotation. If an applicant doesnot quote its TFN or, whererelevant, ABN, and does not claiman exemption, tax may be withheldfrom payment of the interestamount at the highest marginal taxrate plus Medicare Levy (currently48.5%).

Any such interest will beassessable to the investor, with acredit/refund available for any taxwithheld.

Application of foreign sourceincome rules

Investors will hold shares in theCompany, which it is considered isand will continue to be a non-resident company forAustralian tax purposes (refer tothe information under the heading“Tax status” in Section 8). As aresult, investors will be subject toAustralia’s foreign source incomerules, unless a specific exemptionapplies.

Very broadly, the aim of the foreignsource income rules is to taxAustralian residents on an accrualsbasis in respect of income derivedby foreign entities resident in lowtax countries (such as Bermuda). Inrelation to investments held inforeign companies, the relevantforeign source income rules areeither the Controlled ForeignCompany (“CFC”) rules or theForeign Investment Fund (“FIF”)rules.

CFC rules

The CFC rules will be relevant onlyif the Company is a CFC. Whetherthe Company will be a CFC will bedependent on matters including theactual investors who subscribe forshares in the Company, the sizesof their shareholdings, the class orclasses of shares in the Companyon issue from time to time, therights attaching to the shares onissue at any time, and how theCompany is controlled.

If it is determined that theCompany is a CFC, the CFC rulesare likely to apply to an investor intwo circumstances only. The first isif the investor holds shares in theCompany, either individually oralong with its associates (asrelevantly defined in the tax law),directly or indirectly, which give a10% or greater interest (asmeasured in the way required bythe tax law) in the Company. Thesecond is if the investor is one offive or fewer investors who, withtheir associates, control theCompany and the investor and itsassociates hold an interest of atleast 1%. An interest in theCompany is generally measured asthe higher of the interests in voting

power, paid-up capital and rightsto capital and income distributionsof the Company as a whole, ratherthan of the particular share class inwhich the investor has invested.This means that it is possible thatan investor’s interest for CFCpurposes could be measured as apercentage in excess of itsapparent percentage shareholdinginterest in the particular share classin which it has invested. Further, aninvestor’s percentage interestwould increase on any redemptionsby other investors.

If the Company is a CFC and if aninvestor (along with its associates)has an interest sufficient to causethe CFC rules to be operative inrelation to that investor, it ispossible that the investor could beassessable on attributable incomein an amount greater than itseconomic interest in theCompany’s income. It is thereforeimportant that investors considerthese CFC/attribution issuescarefully before they acquire ormaintain, directly and through any“associates” as relevantly defined,any interest of a size which couldresult in the CFC rules operating inrelation to them.

FIF rules

Where the CFC rules do not applyto an investor in respect of Sharesheld in the Company, the FIF ruleswill apply. A taxpayer has aninterest in a FIF (a “FIF interest”),and therefore is subject to the FIFrules, where the taxpayer holds ashare in a foreign company.Accordingly, where the CFC rulesdo not apply, an investor in Sharesin the Company will hold a FIFinterest and will be required tocalculate a ‘FIF amount’ in relationto the Company unless one of theexemptions from the FIF rulesapplies.

FIF exemptions

There are a number of exemptionsfrom the FIF rules that may beavailable to an investor undercurrent law. The relevantexemptions include the following:

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(a) A “de minimus exemption” isavailable for natural persons(otherwise than in the capacityof a trustee), whose aggregateFIF (and foreign life assurancepolicy) interests, along withthose of their associates, do notexceed $50,000 in value for theincome year in question. Thevalue of the interests must bedetermined by the investor asthe greater of cost and marketvalue of each relevant interest atthe appropriate time.

(b) Interests in CFCs to the extentthat a taxpayer is an attributabletaxpayer in respect of the CFCinterests (refer above).

(c) Interests held in a foreigncompany which constitutetrading stock of the taxpayer,where an election is madeunder the trading stockprovisions to bring suchinterests to account at marketvalue.

(d) Interests in a foreign companythat is principally engaged incertain “eligible activities”. At thedate of this prospectus, thisexemption would not beavailable in respect of Sharesheld in the Company, and is notexpected to be available at anytime in the future based on theCompany’s intended activities.

(e) A “balanced portfolioexemption” may be available toan investor where the investorholds more than one FIF interestand the value of those intereststhat are not eligible for any ofthe FIF exemptions (excludingthe above exemption (b) forCFC interests) does not exceed5% of the total value of all FIFinterests as measured for a yearof income. Where thisexemption applies to aninvestor, all otherwise non-exempt FIFs are deemed tobe exempt from the FIF rules.As with the de minimusexemption, the value of theinterests must be determined bythe investor as the greater ofcost and market value at theappropriate valuation time foreach relevant interest.

Legislation currently beforeParliament will, if enacted, broadenthe existing FIF exemptions suchthat complying superannuationentities and certain similar entitieswill be totally exempt from the FIFrules, and such that the “balancedportfolio exemption” threshold willbe increased from 5% to 10% forall taxpayers. The changes areintended to apply to years ofincome commencing on or after 1 July 2003.

The rules that govern whether aninvestor will be entitled to anexemption from the FIF rules arecomplex and we strongly advisethat you consult your tax adviser todetermine if any of theabovementioned or other availableexemptions are applicable to you.

Calculation of attributable FIFincome

Where a FIF exemption is notavailable, an investor will need tocalculate a FIF amount using oneof the following three methods:

(a) the market value method – thismethod requires a taxpayer tocalculate a FIF amount basedon the change in the value oftheir FIF interest during therelevant year of income;

(b) the deemed rate of returnmethod – this method requiresa taxpayer to calculate a FIFamount by applying a straightpercentage rate to a deemedopening value (as calculatedunder the FIF rules) of the FIFinterest; or

(c) the calculation method – thismethod requires a taxpayer tocalculate a FIF amount basedon a recalculation of income ofthe FIF based on a prescribedmethodology.

If it is practicable to apply themarket value method in respect ofa taxpayer’s FIF interest, themarket value method must beapplied. If it is not practicable toapply the market value method inrespect of a taxpayer’s FIF interest,the deemed rate of return methodmust be applied. However, in eithercase, a taxpayer can elect to applythe calculation method in respectof a taxpayer’s FIF interest.

In the case of a FIF interest held byan investor in the Company, theCompany expects that it will bepracticable to apply the marketvalue method, as explained below.It will generally not be practicablefor investors to elect to use thecalculation method because theCompany may not be providing allthe information required for thispurpose (which can be complexand onerous to calculate). Inaddition, if at any time theCompany suspends or ceases tooffer redemptions, investors will ormay thereafter need to use thedeemed rate of return method.

Under the market value method, aninvestor will essentially be requiredto include in its assessable incomethe increase in the value of theShares during a particular incomeyear (reduced by any FIF losses inrespect of the Shares carriedforward from previous incomeyears). Conversely, any decrease invalue may be allowable as adeduction (limited to the amount ofany FIF income previouslyattributed and not distributed to aninvestor in respect of the Shares) oralternatively, may be carriedforward to offset future FIF incomein respect of the Shares in theCompany.

An investor must determine themarket value of its interests in theCompany on certain days of anincome year (at year end and at thestart of the income year, if the FIFinterest was held on the last day ofthe previous income year). In thisregard, investors will be able to usethe Share Redemption Price. This willbe calculated by adjusting theEquinox Portfolio NAV (which theCompany will publish monthly) by theamount of any currently applicableCapital Protection surrender fee (referto Section 5 for details). Investors willbe provided each year with a recordof the Share Redemption Price as atthe end of the Australian FinancialYear as part of the investor report forthe June quarter. Investors can alsoobtain a record of the ShareRedemption Prices for the otherquarters by calling the MacquarieEquinox Service Centre.

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The market value calculation dateswill be based on an investor’s taxyear (i.e. 1 July to 30 June forindividual investors), unless anirrevocable election is made underthe FIF rules by an investor toadopt the accounting period of theFIF for this purpose (i.e. 1 Januaryto 31 December).

An investor should maintain a “FIFattribution account” to keep arecord of any attributed FIF incomeamounts in respect of the Sharesheld in the Company. Such anaccount will be necessary forcalculating the extent of anyexempt dividend or other amounts(refer below) or for determining theextent of any FIF loss that can beclaimed as a deduction by aninvestor.

Dividends

Any dividends paid by the Companywill be treated as unfrankeddividends and will be required to beincluded in the assessable income ofan investor, unless the income out ofwhich the dividends were paid hadbeen subject to Australian tax inprior income years under the foreignsource income rules (as discussedabove). To the extent that dividendspaid by the Company are sourcedfrom previously attributed amountsunder the FIF or CFC rules, suchdividends will be exempt income ofthe investor (so that an investor willnot be subject to double taxation).

In addition, to the extent that anydividends are included in theassessable income of an investorand there is also a FIF or CFCincome amount in respect ofShares held in the Company that isrequired to be included in theassessable income of the investorfor the same year, the FIF or CFCincome amount will be calculatedin a way which avoids doubletaxation of the dividends.

Legislation currently beforeParliament could, if enacted, affectthe tax treatment of any dividendsreceived by certain investors withan interest of 10% or more in theCompany. Any such investors maytherefore wish to seek specificadvice on the possible impact onthem of that legislation.

There is no Australian or Bermudiantax requirement for the Company towithhold tax from dividends paid bythe Company to investors.

Capital Gains Tax

The Australian taxationconsequences for an investor inthe event of redemption or transferof Shares in the Company willdepend on the investor’s individualcircumstances. The commentsbelow do not apply to an investorin the business of trading ininvestments (for example, sharetraders) or who otherwise holdsShares in the Company on revenueaccount. Such investors will needto consider the ordinary incomeprovisions of the Australian taxlegislation as well as the capitalgains tax (“CGT”) provisions inrelation to their investment in theCompany.

The comments below relate toinvestors who will hold the Sharesin the Company on capitalaccount, and who therefore needto consider only the CGTprovisions.

In order to determine whether aninvestor will have a capital gain or acapital loss for CGT purposes onthe transfer or redemption of aShare, an investor will need tocalculate either a CGT cost base ora CGT reduced cost base.

The CGT cost base of an asset isrelevant to the computation of acapital gain, and the CGT reducedcost base of the asset is relevantto the computation of a capitalloss.

The CGT cost base and the CGTreduced cost base of a Share willbe relevant on any disposal of thatShare to another person. The CGTreduced cost base of a Share willbe relevant on any redemption ofthat Share.

The CGT cost base of a Sharewould include the issue price($1.00 per Share) and any AdviserReferral Fee paid in respect of thatShare out of the investor’sApplication Amount. In the case ofa Share (and unlike some otherassets), the CGT reduced costbase should normally be the sameas the CGT cost base.

Redemption of Shares

Upon a redemption of a Share, anyexcess of the redemption proceedsover $1.00 will be treated as adividend. This means that aninvestor could never make a CGTgain on a redemption of a Share,but could make a CGT loss.

On a redemption of Shares in theCompany, redemption proceeds upto the value of $1.00 per Share(being the initial subscriptionamount per Share) should not besubject to tax in the investor’shands where the Company debitsits share capital account up to theamount credited to that account onthe issue of the Share and debitsthe remainder (up to $1.00 perShare) to its share premiumaccounts. Amounts received inexcess of $1.00 will be taxed asunfranked dividends. However, tothe extent that such amounts havepreviously been taxed under theFIF or CFC rules (explained above),the dividends should be exemptfrom any further Australian taxwhen paid to the investor.

A capital loss should arise for CGTpurposes on a redemption of aShare only if the Share is redeemedfor redemption proceeds less thanthe CGT reduced cost base of theShare (normally the sum of thesubscription price of $1.00 and theAdviser Referral Fee). Any suchcapital loss would be equal to theexcess of the CGT reduced costbase over the capital proceeds. Thecapital proceeds for this purposeshould be equal to the redemptionproceeds (but possibly subject toreduction – see the “Capitalproceeds reduction” section below).

Transfer of Shares

For CGT purposes, an investor willderive a capital gain on thedisposal of a Share to anotherperson (including to the Macquarieentity under the regular transferfacility) to the extent that the capitalproceeds on disposal exceed theCGT cost base of the Share. Aninvestor and will incur a capital losson the disposal of a Share toanother person to the extent thatthe capital proceeds on disposalare less than the CGT reducedcost base of the Share.

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Net capital gain or net capitalloss

All capital gains and capital lossesarising in a year are added togetherto determine whether a taxpayerhas derived a net capital gain orincurred a net capital loss in a year.If an investor derives a net capitalgain in a year, this amount isgenerally included in the investor’sassessable income for the relevantyear (unless investors can use theCGT discount method, such asindividuals who will be subject totax on only 50% of any capital gainwhere the Shares have been heldfor more than 12 months).

If an investor incurs a net capitalloss in a year, this amount is carriedforward and is available to offsetcapital gains derived in subsequentyears, subject in some cases to theinvestor satisfying certain rulesrelating to the recoupment of carriedforward losses.

Capital proceeds reduction

In the event that the FIF or CFCrules apply to an investor, to theextent that any amounts previouslyattributed to the investor under theFIF or CFC rules have not beendistributed by the Company, thecapital proceeds for CGT purposeswill generally be reduced by theamount previously attributed (butnot distributed) to the investor. Theeffect of this adjustment will be toreduce any capital gain derived byan investor, or alternatively, createor increase a capital loss in thehands of an investor.

Capital gains tax – proposedlegislation

If enacted, legislation currentlybefore Parliament could potentiallyaffect the CGT treatment of anydisposal of Shares by certaininvestors with an interest of 10% ormore in the Company. Any suchinvestors may therefore wish toseek advice on the possible impacton them of that legislation.

Debt/equity rules

Whilst shares in a company aregenerally classified as equityinterests, there are certaincircumstances where shares areinstead treated as debt interests fortax purposes under the debt/equityrules contained in the taxlegislation. The classification of theShares in the Company underthese debt/equity rules should haveno practical consequence forinvestors in most circumstances.Notwithstanding this, the Companyconsiders that the Shares in theCompany should constitute equityinterests and should not beconsidered to be debt interestsunder the debt/equity rules.

Traditional security andqualifying security rules

The Australian tax legislationcontains provisions which deal withthe taxation of certain investmentswhich are either ‘traditionalsecurities’ or ‘qualifying securities’.A Share in the Company shouldnot fall within the scope of theseprovisions, and therefore investorsshould not be subject to theparticular rules contained in theseprovisions.

Interest deductions

An investor should generally beable to claim a tax deduction forinterest expenses incurred on anyloan used to fund the acquisition ofShares provided that the investorhas a reasonable expectation thatdividends (or other assessableincome other than capital gains)will be derived from the investmentin the Shares, and will over timeexceed the interest expensesincurred.

Where expenses are deductibleunder this test, and subject to anyapplication of the thin capitalisationprovisions, discussed below, thedeductions should be availableagainst all types of assessableincome of the investor (and not justthe foreign income of the investor).

Most expenses (other than interestand other ‘debt deductions’)incurred in relation to deriving aclass of foreign income are limitedto the amount of foreign income ofthat class derived during aparticular income year. Any excessdeductions can be carried forwardfor offset against foreign income ofthat class in subsequent years,subject to the satisfaction of certaintests for some types of entities.

On 16 April 2003, an intention tolegislate to deny deductibility ofsome interest under loans takenout to invest in certain capitalprotected products wasannounced. Investors utilising anyloan to subscribe for Shares shouldconsider this announcement andconsult their own tax adviser wherenecessary.

Thin capitalisation rules

The thin capitalisation rules canlimit ‘debt deductions’ of an entityin circumstances of cross-borderinvestment. An investor will need todetermine whether the thincapitalisation rules apply to it.Where an investor’s only offshoreinvestment is in Shares and theinvestor is not owned, directly orindirectly, by an entity impacted bythe thin capitalisation rules, and theinvestor is not impacted by theinbound thin capitalisation rules(very broadly, where it is not owneddirectly or indirectly by an offshoreentity), then the thin capitalisationprovisions should generally notapply to limit debt deductions tothe investor. However, where aninvestor is subject to the thincapitalisation provisions as a resultof other investments, the investorwill need to include any debtdeductions in respect of itsinvestment in Shares in its thincapitalisation calculations todetermine the extent (if any) of anydeductions that will be denied.

If necessary you should seekindependent taxation advice todetermine the impact of the thincapitalisation rules in relation toyour particular circumstances.

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PART IVAPart IVA of the Income TaxAssessment Act 1936 (Cth.)contains general anti-avoidanceprovisions and should beconsidered by investors in respectof all investments. In general, PartIVA may apply where a taxpayerobtains a “tax benefit” as aconsequence of entering into orcarrying out a scheme (or part of ascheme), whether devised by thetaxpayer or somebody else, andthe dominant purpose of one ormore parties who entered into orcarried out the scheme (or part ofthe scheme) was to secure the taxbenefit for the taxpayer. Broadly, a“tax benefit” can include themaking of a “discounted capitalgain” in respect of the sale of ashare rather than the receipt of afully assessable dividend on aredemption of the share.

The Company’s objective inseeking to put in place a regulartransfer facility for investors todispose of their investments bysale is to achieve greater liquidityfor investors, i.e. to enableinvestors (particularly thoseinvestors with a small number ofShares) to dispose of their Shareswith less risk of delays comparedto redemptions, as well as tofacilitate the faster payment ofdisposal proceeds to investors.

Notwithstanding the abovecomments, investors intending tosell Shares and derive discountedcapital gains should first seekindependent professional taxadvice in relation to such sales.

PRODUCT RULING

Investors may choose to borrowfunds from Macquarie Bank inorder to invest in the Company. Inorder to provide such investorswith further assurance regardingthe amount and timing of taxdeductions for interest paid, anApplication for a Product Rulinghas been lodged with theAustralian Taxation Office (ATO).

This request for a Product Rulingrelates specifically to a loanproduct offered by MacquarieBank. Investors who borrow

through other loan facilities toacquire Shares should seek theirown advice. In doing so they mayconsider seeking advice on theimplications (if any) of the ProductRuling to their individualcircumstances.

The Product Ruling had not yetbeen issued at the date of thisprospectus. It is possible that theProduct Ruling will not have beenissued by the ATO prior to the timethe Shares are issued under thisoffer. If this is the case, theinvestment will continue as detailedin this prospectus.

Although it is not the Company’sexpectation, it is possible that anunfavourable Product Ruling will beissued prior to the issue of Sharesunder this offer. “Unfavourable”means that more than half of theinterest incurred under the loan on30 June 2004 is not allowed as adeduction for the year ended 30June 2004. If this happens Equinoxwill either repay investors theirsubscription monies or issue asupplementary prospectus and:

– give investors one month towithdraw their application and berepaid their application monies in full; or

– issue the Shares to applications andgive applicants one month towithdraw their application, in whichcase the Shares will be cancelledand investors will be repaid theirapplication monies in full.

Investors should note that if aProduct Ruling is issued that isconsistent with the taxationinformation in this prospectus, butwhich has not addressed all of theissues in the Product Rulingrequest, or the Product Ruling isnot “unfavourable”, the investmentwill continue as detailed in thisprospectus.

For an update on the progress ofthe Product Ruling applicationplease contact the MacquarieEquinox Service Centre:

Phone: 1800 025 513 or +61 2 8232 1181

Email:[email protected]

Internet:macquarie.com.au/equinox

TAX REFORMIt should be noted that Australia isin the process of major taxationreform. There is considerableuncertainty as to the breadth andultimate impact of this reform. Theprecise meaning of much of thenew legislation is unclear and, ofcourse, it has not been testedbefore the courts. Accordingly,there is a degree of uncertaintyapplying to matters impacted bysuch legislation.

The above taxation commentshave been based on currentAustralian taxation legislation, andon changes announced but not yetlegislated, at the time of thisprospectus.

BERMUDA TAXThe Company has received anassurance from the Ministry ofFinance granting an exemption,until 28 May 2016, from theimposition of tax under anyapplicable Bermuda law computedon profits or income or computedon any capital asset, gain orappreciation, or any tax in thename of estate duty or inheritancetax, provided that such exemptionshall not prevent the application ofany such tax or duty to suchpersons as are ordinarily resident inBermuda and shall not prevent theapplication of any tax payable inaccordance with the provisions ofthe Land Tax Act 1967 orotherwise payable in relation toland in Bermuda leased to theCompany. The Company is notsubject to stamp duty on the issue,transfer or redemption of shares inBermuda.

INDEPENDENT TAXOPINIONPricewaterhouseCoopers hasprovided a tax opinion relating toAustralian residents’ investment inShares in the Company. Thisopinion appears in Appendix 1.

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23222120191817

SECTION 8 THE COMPANY

Company details 56

Tax status 56

Share capital 56

The Shares 57

Share rights 57

Shareholder meetings 58

Voting rights 58

Alteration of capital 59

Variation of class rights 59

Appointment and removal of Directors 59

Directors’ interests and indemnities 59

Material contracts 60

Availability of documents 61

NAV valuation, temporary suspension of valuation and temporary suspension of dealings 61

Borrowings 62

Service providers 62

Directors’ details 63

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COMPANY DETAILSThe Company was incorporatedand registered as an open endedinvestment company under theCompanies Act, 1981 of Bermudaas amended, on 26 April 2001. On11 August 2003 the BermudaMonetary Authority (the “Authority”)classified the Company as astandard scheme pursuant to theBermuda Monetary Authority(Collective Investment SchemeClassification) Regulations 1998.

The Company was also registeredin Australia as a foreign companyunder the Corporations Act 2001on 20 August 2003. The EquinoxPortfolio has no liabilities other thanestablishment costs mentioned insection 5 and the Company doesnot intend to seek registration orlicensing in any jurisdiction or withany supervisory or regulatoryauthority outside Bermuda andAustralia. Notwithstanding this, ifthe Shares are listed on the ISE,the ISE has regulatory responsibilityfor matters pertaining to the listingon that exchange.

The Company has carried onbusiness only since November2003 and no audited accountshave been prepared nor dividendsdeclared as at the date of thisprospectus. The Equinox Portfoliohas no operating history as at thedate of this prospectus. TheCompany is not aware of anylitigation or claim pending orthreatened by or against it.

TAX STATUSThe Company has received anassurance from the Ministry ofFinance granting an exemption,until 28 May 2016, from theimposition of tax under anyapplicable Bermuda Lawcomputed on profits or income orcomputed on any capital asset,gain or appreciation, or any tax inthe name of estate duty orinheritance tax, provided that suchexemption shall not prevent theapplication of any such tax or dutyto such persons as are ordinarilyresident in Bermuda and shall notprevent the application of any taxpayable in accordance with theprovisions of the Land Tax Act1967 or otherwise payable inrelation to land in Bermuda leasedto the Company.

The Company is not subject tostamp duty on the issue, transferor redemption of Shares inBermuda. Stamp duty may,however, be payable by investorson transfers of Shares in Australia.

The Company has obtained fromthe Minister of Finance of Bermudaunder the Exempted UndertakingsTax Protection Act 1966, anassurance that, in the event ofthere being enacted in Bermudaany legislation imposing tax

computed on profits or income, orcomputed on any captial assets,gain or appreciation or any tax inthe nature of estate duty orinheritance tax, such tax shall not,until 28 March 2016, be applicableto the Company or to any of itsoperations, or to the Shares exceptin so far as such tax applies topersons ordinarily resident inBermuda and holding such Shares.

It is the intention of the Companythat its affairs will continue to beconducted so that it does notbecome a resident of Australia forAustralian taxation purposes. In this regard, the Company doesnot, and does not intend to, carryon business in Australia or deriveany income or gains that would be subject to Australian tax in its hands.

SHARE CAPITAL

The Company has an authorisedshare capital of $160,000comprised of $2.00 (being 2,000Management Shares of $0.001each) and $159,998 (being1,599,980,000 Participating Sharesof $0.0001 each). TheManagement Shares are held byMacquarie Treasury ManagementLimited (“MTM”) and the Apollo(Bermuda) Trust in the followingproportions:

13 Approvals or permissions received from the Authority do not constitute a guarantee by the Authority of the performance or creditworthinessof the Company. The Authority shall not be liable for the performance of the Company, the financial soundness of any proposals, thecorrectness of any statements made, or opinions expressed, with regard thereto.

SUBSCRIBERS FOR NUMBER OF PERCENTAGE OFMANAGEMENT MANAGEMENT MANAGEMENTSHARES SHARES SHARES

MTM 520 26%

The Apollo (Bermuda) Trust 1480 74%

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THE SHARESThe Bye-laws of the Company(“Bye-laws”) provide that unissuedParticipating Shares of theCompany are issuable in suchnumber of classes as the Directorsmay determine. The Directors shallestablish and maintain a portfolio inrespect of each such class ofParticipating Shares in accordancewith the Bye-laws.

The Company has previouslyissued 10,092,000 class AParticipating Shares and49,024,561 class B ParticipatingShares and separate portfolios inrespect of these share classes arecurrently being maintained.

On 12 May, 2004 the Directorsauthorised the offer and issue of upto 1,540,863,439 class CParticipating Shares at $1.00each.These class C ParticipatingShares are the Shares the subjectof this offer and the portfolio to beestablished in respect of class CParticipating Shares will be theEquinox Portfolio. No class CParticipating Shares in theCompany have been issued as atthe date of this prospectus.

The Shares are at the disposal ofthe Directors who may offer, allot,grant options over or otherwisedispose of them to such persons,at such times, and for suchconsideration and upon such termsand conditions as the Directorsmay determine. All Shares will beissued in registered form only.

As at the date of this prospectus:-

(a) except as disclosed in thisprospectus, no commissions,discounts or brokerages orspecial terms have beengranted in connection with theissue or sale of any Shares; and

(b) no Shares are under option oragreed conditionally orunconditionally to be put underoption.

No pre-emption or other rightsexist in respect of any Shares,either under Bermuda law orotherwise.

SHARE RIGHTSThe holders of the ManagementShares will:

(a) be together equally entitled,whether on a show of handsor on a poll, to such number ofvotes as shall represent 35 %of the total votes that may becast;

(b) not be entitled to anydividends whatsoever inrespect of their ManagementShares;

(c) be entitled to demand a poll inaccordance with the Bye-laws;

(d) not be entitled to request therepurchase or redemption oftheir Management Shares,whether at their option or atthe option of the Company;and

(e) in the event of the winding upor dissolution of the Company,whether voluntary orinvoluntary or for thereorganisation or otherwise orupon a distribution of capital,be entitled, pro rata with theholders of the ParticipatingShares, to the capital paid upon the Management Shares,but shall not be entitled to anyfurther or other amounts.

The holders of the ParticipatingShares will:

(a) not be entitled to vote, save inthe case of:

i. any variation of the rightsattaching to their Shares;

ii. any appointment orremoval of a Director orauditor as specified in theBye-laws; and

iii. as otherwise permitted byThe Companies Act, 1981of Bermuda,

and subject thereto will haveone vote each on a show ofhands and one vote perParticipating Share held on apoll;

(b) be entitled to such dividendsas the Directors may from timeto time declare in respect oftheir particular share class;

(c) be entitled at their option toredeem their ParticipatingShares and be subject tohaving their ParticipatingShares repurchased at theoption of the Company(subject to the right of theDirectors to restrict the sameas provided in the Bye-laws);and

(d) in the event of the winding upor dissolution of the Company,whether voluntary orinvoluntary or for thereorganisation or otherwise orupon the distribution of capital,be entitled, subject to theprovisions of the Bye-laws, toshare pro rata in the surplusassets of the Company or(where there are one or moreclasses of Participating Sharesin issue) to share pro rata withother holders of theParticipating Shares of thesame class in the surplusassets of the relevant portfolio.

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The NAV of each ParticipatingShare will be calculated exclusivelyby reference to the value of theassets less liabilities comprised inthe underlying portfolio maintainedin respect of the relevant class ofParticipating Share. The holders ofshares in one class, in theircapacity as holders, have no rightswhatsoever in respect of the assetsof any other portfolio. However, inthe event of the insolvency of oneor more portfolio under thisumbrella structure, any creditors inrespect of such insolvent portfolioor portfolios, unless those creditorscontracted on a limited recoursebasis, would be creditors of theCompany as a whole andaccordingly could proceed againstany assets of the Company,including any assets held in allportfolios. The Bye-laws of theCompany provide that any materialcontracts entered into by theCompany on behalf of any portfolioshall only be on a limited recoursebasis. This means that only theassets of the relevant share classare available to satisfy the liabilitiesincurred under such contracts. Forthis purpose, “material contracts”shall mean a contract where theliability of the Company under thecontract exceeds US$10,000 perannum. This restriction does notapply to any type of contractentered into by the Company onbehalf of the Company as a whole(for example the AdministrationAgreement) as opposed to thoseentered into on behalf of aparticular share class or portfolio.

SHAREHOLDERMEETINGSAnnual general meetings of theCompany shall be held in Bermudaor at such other place as theDirectors may determine. In addition to annual generalmeetings, general meetings called‘special general meetings’ may beconvened at any time by either theDirectors, any holder of aManagement Share, or any 100holders of Participating Shares. TheDirectors must convene a specialgeneral meeting if requested to doso upon the requisition of theholders of Participating Shares whotogether represent not less than1/10th of the Participating Shareson issue at the date of suchrequisition.

Notice of general meetings shall besent to each holder of shares in theCompany entitled to vote at suchmeeting or as required by TheCompanies Act 1981 of Bermudaas amended (“BermudaCompanies Act”), at the addressnoted on the register ofshareholders, at least 21 days inthe case of annual generalmeetings (together with the annualaccounts and report) and 14 daysin the case of special generalmeetings, before the relevantmeeting. The quorum fortransaction of business at anygeneral meeting shall be twoshareholders entitled to vote at themeeting, present in person or byproxy, one of whom must be theholder of a Management Share.

VOTING RIGHTS(a) At any general meeting of the

Company, any questionproposed for considerationshall be decided on a show ofhands unless a poll isdemanded in accordance withthe Bye-laws of the Companyor the Bermuda CompaniesAct.

(b) Holders of the ManagementShares shall be entitled todemand a poll in respect ofany question proposed forconsideration at a generalmeeting of the Company,whether before or on thedeclaration of the result of ashow of hands.

(c) At a general meeting of theCompany, with respect to anyquestion upon which both theholders of Participating Sharesand Management Shares areentitled to vote, each holder ofParticipating Shares shall beentitled to one vote perParticipating Share held andthe holders of theManagement Shares shallcollectively be entitled to suchnumber of votes as representnot less than 35 % of the totalvotes that may be castwhether on a show of handsor by a poll.

(d) At any separate class meetingof the holders of ParticipatingShares, any question proposedfor consideration shall bedecided on a show of hands,unless a poll is demanded inaccordance with the Bye-laws,and shall require a majority ofnot less than 75% of the votescast by the shareholderspresent in person or by proxyand entitled to vote.

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(e) At any class meeting of theholders of ManagementShares, any question proposedfor consideration shall bedecided by unanimousagreement.

(f) Resolutions of a generalmeeting or a class meetingmay be passed without ameeting by all shareholdersentitled to vote on suchresolution signing a writtenrecord of the resolution, exceptin the case of resolutions toappoint or remove a Directoror auditor.

(g) Any rescission, alteration oramendment of a Bye-law orcreation of any new Bye-law ifit will vary the rights of anyshareholder of any class willrequire the approval of theaffected class or classes ofshareholders in a separatemeeting. No Bye-law may berescinded, altered or amendedand no new Bye-law madeunless approved at a meetingof the Directors.

ALTERATION OF CAPITALThe Directors may from time totime (subject to the relevantprovisions set out in the Bye-laws):

(a) increase the capital of theCompany by such sum dividedinto shares of such amountsas the Directors shallprescribe;

(b) alter the share capital of theCompany; and

(c) reduce the share capital of theCompany to such sum not lessthan the minimum share capitalprescribed by the Company’smemorandum of associationas the resolution shalldetermine;

provided that any such alteration ofcapital that will vary the rights ofany class of shareholder will requirethe approval of such affected classor classes of shareholders in aseparate meeting.

VARIATION OF CLASSRIGHTSThe rights attached to a class ofshares of the Company may onlybe varied (unless otherwiseprovided by the terms of issue ofthe shares of that class) with thesanction of a resolution passed bythe holders of the relevant class ofshares at a separate meeting. Therights attached to any class ofshares (unless otherwise expresslyprovided by the conditions of issueof such shares) are deemed not tobe varied by the creation, allotmentor issue of shares ranking equallywith them provided that thevariation does not adversely affectthe rights attached to theManagement Shares.

APPOINTMENT ANDREMOVAL OF DIRECTORSDirectors may only be appointedand removed by a resolution of theholders of both the ParticipatingShares and the ManagementShares in accordance with theirrespective class voting rights at ageneral meeting and not by writtenresolution. The Board of Directorsmay also appoint Directors withinthe maximum number of Directorsapproved by the Company ingeneral meeting from time to time.Directors so appointed will holdoffice until the next annual generalmeeting and are eligible for re-election at that annual generalmeeting.

DIRECTORS’ INTERESTSAND INDEMNITIESThe Bye-laws of the Companypermit Directors to act in aprofessional capacity and tocontract with and be interested inany contract with the Companywithout a liability to the Companyto account for profits, provided theDirector declares the nature of theinterest. Such an interest whendisclosed will not preclude aDirector from attending, beingcounted in a quorum, or voting atany meeting.

There must be no fewer than twoDirectors of the Company. TheBye-laws permit the Directors toreceive remuneration for theirservices to the Company in theircapacity as Directors andreimbursement for their expensesin connection with attendance atmeetings and performance ofduties to the Company.

There are no existing or proposedservice contracts between any ofthe Directors and the Companyother than as disclosed in thisprospectus.

The Bye-laws contain provisionsindemnifying and exempting theDirectors, secretary and otherofficers and servants of theCompany from any losses,liabilities, costs or expenses in thedischarge of their duties, except inthe case of fraud or dishonesty.

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MATERIAL CONTRACTSThe Company has entered into (or,where noted, intends to enter into)the following contracts (not beingcontracts in the ordinary course ofbusiness) which are, or may be,material:

(a) Capital Protection Agreementwith Macquarie, pursuant towhich Macquarie has grantedthe Company a put option overthe Equinox Portfolio, oncertain terms and conditions.The Capital ProtectionAgreement, subject to itsterms, requires Macquarie topay the Company a cashsettlement amount equal toany amount by which theCapital Protected Level(multiplied by the number ofShares on issue) exceeds theEquinox Portfolio NAV as atthe Capital Protection Date.This allows the provision of thebenefit of Capital Protection toinvestors. For more informationon Capital Protection, seeSection 3 - The Equinox TotalBenefit. For information relatingto the circumstances in whichthe Capital ProtectionAgreement may be terminatedby Macquarie see Section 6 -Risks. For information relatingto the fee payable toMacquarie by the Company inrespect of the CapitalProtection Agreement seeSection 5 - Fees.

(b) Risk Advisory Agreement withMICAP, pursuant to whichMICAP has agreed to monitorthe Component Funds andtheir managers, advise if thereis a material breach of conductand provide other riskmonitoring services to theCompany. This agreementexcludes MICAP from anyliability to the Company for anyloss suffered by the Companyin connection with the subjectmatter of the agreement,except in the case of grossnegligence, bad faith, fraud,wilful default or material breachof the agreement by MICAP orany of its delegates or any oftheir respective directors,

officers, employees, or agents.For information relating to thefee payable to MICAP by theCompany in respect of theagreement, see Section 5 -Fees. In addition to these fees,the Company has agreed topay or reimburse MICAP inrespect of all taxes, chargesand expenses properlyincurred by MICAP inconnection with theagreement, excluding in-houseadministration costs of MICAPin the nature of rent forMICAP’s premises, computercharges, salaries, researchcosts and like expenses.

(c) Administration Agreemententered into with Forum FundServices Ltd, pursuant towhich the Administrator hasagreed to provide registrar,transfer agent, fund accountingand certain administrativeservices to the Company. Thisagreement excludes theAdministrator from any liabilityexcept in the case of fraud ordishonesty by theAdministrator in theperformance of its duties orobligations under theagreement or the recklessdisregard by the Administratorof its duties and obligationsunder the agreement.

(d) Agreement to be entered intowith Macquarie Equities(Australia) Limited as sub-registrar and sub-transferagent and Forum FundServices Ltd as Administrator,pursuant to which the sub-registrar and sub-transferagent will agree to maintain thesub-register of Shares of theCompany and provide theservices that are customary fora registrar, transfer agent anddividend disbursing agent. Thisagreement excludes the sub-registrar and sub-transferagent from any liability exceptin the case of fraud ordishonesty by the sub-registrarand sub-transfer agent in theperformance of its duties orobligations under theagreement or the reckless

disregard by the sub-registrarand sub-transfer agent of itsduties and obligations underthe agreement.

(e) Arranger Agreement enteredinto with Macquarie Equities(Australia) Limited, pursuant towhich the Arranger has agreedto act as arranger with respectto the offer of the Shares intoAustralia.

(f) ISDA Master Agreement enteredinto with Macquarie, which setsout the terms and conditionsupon which Macquarie entersinto swap and derivativesagreements with the Company.The Company will enter intocurrency hedging transactionswith Macquarie to reduce therisk of currency fluctuationshaving an adverse impact onthe value of the Shares toinvestors.

(g) The offering document andsubscription agreement to beentered into with CradleMountain Trading Fund No.1Limited, the Tactical AccessCompany, pursuant to whichthe Company will subscribe forshares in the Tactical AccessCompany. The subscriptionagreement will also grant theCompany access to anyinformation pertaining to theassets of the relevant class ofshares of the Tactical AccessCompany held by the FuturesClearer. (For more informationon the Futures Clearer and theTactical Access Company seeSection 9).

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(h) Prospectus of GAM Diversity IIInc. dated 8 December 2003and accompanying applicationfor investment, pursuant towhich the Company intends toacquire shares in GAMDiversity II Inc.

(i) Explanatory memorandum ofCadogan Alternative StrategiesFund Limited dated November2003 (or a revised version thatmay be made available prior toOffer Close Date) andaccompanying application forinvestment, pursuant to whichthe Company intends to acquireshares in the CadoganAlternative Strategies FundLimited.

(j) Private placement memorandumof Selectinvest Arbitrage/RelativeValue Ltd dated 1 May 2004and accompanying applicationfor investment, pursuant towhich the Company intends toacquire shares in theSelectinvest Arbitrage/RelativeValue Ltd.

(k) Prospectus of Denali OffshorePartners, Ltd. dated 17October 2002 andaccompanying application forinvestment pursuant to whichthe Company intends toacquire shares in DenaliOffshore Partners, Ltd.

AVAILABILITY OFDOCUMENTSCopies of the following documentswill be available for inspection atany time during normal businesshours on any Bermuda businessday free of charge at the registeredoffice of the Company:

(a) the Memorandum ofAssociation and Bye-laws ofthe Company;

(b) the material contracts referredto above;

(c) any report of audited accountsprepared by the Auditor; and

(d) the written consent of theAuditor to act.

The Memorandum of Associationand the Bye-laws of the Companyare incorporated into and form partof this prospectus. The Companywill provide copies of thesedocuments to anyone whorequests them prior to the OfferClose Date, free of charge.

New Zealand investors can inspecta copy of the share register ofEquinox at the following address:

Level 14, Phillips Fox Tower209 Queen StreetAuckland

NAV VALUATION,TEMPORARY SUSPENSIONOF VALUATION ANDTEMPORARY SUSPENSIONOF DEALINGS

The NAV of the Equinox Portfoliowill be determined in accordancewith international accountingstandards.

For the purpose of valuing theEquinox Portfolio, the Administratorshall be entitled to (but not in anyparticular order):

(a) rely on the final NAV providedby either the investmentmanager or the administratorof any Component Fund;

(b) rely on estimated NAVprovided by either theinvestment manager or theadministrator of anyComponent Fund; and

(c) rely on the estimated valuationof any Component Fund asdetermined by the Board ofDirectors in consultation withthe Risk Adviser and theAdministrator.

All pricing shall be subject to thefinal approval of the Board ofDirectors. The Bye-laws providethat the assets and liabilities of theEquinox Portfolio shall be valued inaccordance with guidelinesdetermined by unanimous approvalof the Directors. The initialguidelines are set out in the Bye-laws.

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The Directors may suspend thedetermination of the EquinoxPortfolio NAV and redemption ofShares for the whole or any part ofa period:

(a) during which any exchange orover-the-counter market onwhich any significant portion ofthe investments relevant to theCompany or the EquinoxPortfolio are listed, quoted,traded or dealt is closed (otherthan customary weekend andholiday closing) or on whichtrading is restricted;

(b) when circumstances exist as aresult of which in the opinion ofthe Directors it is notreasonably practicable todispose of investments of theCompany or the EquinoxPortfolio;

(c) when a breakdown occurs inany of the means normallyemployed in ascertaining thevalue of investments or whenfor any reason the value of anyof the Company’s or theEquinox Portfolio’s investmentsor other assets cannotreasonably or fairly beascertained;

(d) during which the Company isunable to repatriate fundsrequired for the purpose ofmaking payments due onredemption of the Shares orduring any period when anytransfer of funds involved in therealisation or acquisition ofinvestments or payments dueon redemptions of the Sharescannot in the opinion of theDirectors be effected at normalrates of exchange;

(e) when there is a suspension inthe determination of the NAVof any Component Fund orother investment in theEquinox Portfolio or otherinvestment of the Company; or

(f) during which the Directorsconsider that it is in the bestinterests of the Company orthe Equinox Portfolio tosuspend such determination orredemption.

The Directors may also declare atemporary suspension ofredemptions if in their absolutediscretion it would be prejudicial tothe Company to permit the sameto occur at a particular time.

In such cases, a shareholder maywithdraw any redemption requestsubmitted, provided that a noticeof withdrawal is received by theAdministrator before thesuspension is lifted. Unlesswithdrawn the redemption requestwill be acted upon on the firstValuation Day after the suspensionis lifted at the Share RedemptionPrice for that Valuation Day. Shareswill not be issued or redeemedduring a period of suspension.

The Directors must give notice ofany suspension and its subsequenttermination to the holders ofShares.

BORROWINGSThe Company may, if permitted byand in accordance with its Bye-laws, as amended from timeto time, directly borrow orotherwise utilise leverage of up to30 per cent of the NAV of theEquinox Portfolio at any time. Theabove limit on borrowings does notcover any leverage which might beemployed by the ComponentFunds, in relation to which theremay be no set limits.

SERVICE PROVIDERSAdministrator

Forum Fund Services Ltd (the“Administrator”) has beenappointed by the Company to actas its administrator, registrar andtransfer agent, pursuant to theAdministration Agreement. TheAdministrator was incorporated on22 July, 1997 as an exemptedcompany in Bermuda.

The Administrator is responsible forproviding fund accounting andadministration services to theCompany, serving as theCompany’s agent for the issue,redemption and transfer (wherepermitted) of Shares and providingregistrar and transfer agencyservices. The Administrator will beresponsible for calculating theEquinox Portfolio’s NAV per Shareon a monthly basis.

The Administrator also providescorporate administration andsecretarial services to theCompany. In addition, theAdministrator provides twodirectors to the Company’s Board.

The Administrator is authorised todelegate its duties to any person orpersons upon giving prior writtennotice to the Board, and receivingthe Board’s written approval to thechoice of delegate. Delegationdoes not affect the responsibilitiesof the Administrator.

Sub-registrar and sub-transferagent

Macquarie Equities (Australia)Limited will be appointed by theCompany and the Administrator toact as sub-registrar and sub-transfer agent. Macquarie Equities(Australia) Limited is a whollyowned subsidiary of Macquarieand in its capacity as sub-registrarwill be responsible for maintaining asub-register of Shares of theCompany.

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Risk Adviser

The Company has appointedMacquarie International CapitalAdvisors Pty Limited (the “RiskAdviser”) by an agreement (the“Risk Advisory Agreement”) tomonitor the Component Funds andtheir managers.

The Risk Adviser is a companyincorporated in Australia and is awholly-owned subsidiary ofMacquarie. Macquarie Group’sexperience in managinginvestments in Australia ishighlighted by the fact that theymanage over $56 billion (as at 30 September 2003) in funds ofvarious styles. The Risk Adviser isspecialised in the discretionarymanagement of alternativeinvestments.

The directors of the Risk Adviserare Macquarie Group employeesOttmar Weiss, Greg Mackay andSuresh Singh.

The Risk Adviser’s role will includefrequent monitoring of the EquinoxPortfolio and regular contact withthe managers of the ComponentFunds including site visits.

The Risk Adviser may engage theservices of other advisers to assistit in the performance of its duties.The cost of such advisers shall beborne entirely by the Risk Adviser.

Auditor and reporting

KPMG, Bermuda has beenappointed Auditor to the Company.

DIRECTORS’ DETAILSThe Directors of the Company are:

NAMECOUNTRY OF RESIDENCETITLE

Ottmar Weiss AustraliaDirector

Patrick DonnellyBermuda Director

Edith ConyersBermuda Director

Sharon A. BeesleyBermuda Director

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The Directors’ biographies are asfollows:

Ottmar Weiss, Executive Directorand Head of the Equity MarketsGroup (“EMG”) of the MacquarieGroup (Australian).

Ottmar joined Macquarie Bank’sFinancial Management Division in1986. In 1991 he establishedMacquarie Bank’s Stock BankingDivision. In 1994 he became anExecutive Director of MacquarieBank and Head of the equity andstructured products business.

Ottmar has overall globalresponsibility for the activities of theEquity Markets Group. Thisincludes market making, principaltrading, structuring and productorigination in both equities andequity derivatives, derivative sales(corporate, institutional and retail)and equity finance activities(including stock loan).

Ottmar was Chairman of theAustralian Securities LendingAssociation from 1993 to 1996 anda Panel member of the AustralianFinancial Markets Association’sDerivatives Committee between1996 and 1999.

He is also a Certified PractisingAccountant (CPA), a Fellow of theAustralian Institute of Taxation anda Registered Tax Agent. He is alsoa Member of Macquarie Bank’sExecutive Committee andOperations Review Committee.Ottmar graduated with a B.A. inAccounting from the University ofCanberra in 1986.

Patrick J. Donnelly, B.B.A., C.A.,Senior Manager and Director ofForum Fund Services Ltd.(Canadian)

Patrick has over 10 years ofoffshore fund industry experience.Patrick joined Forum Fund ServicesLtd. (“Forum”) on 1 April 2002 after8 years working with the Bank ofBermuda Limited, in Hamilton,Bermuda, most recently as VicePresident - Senior AccountManager responsible for a team of32 people providing accountingand valuation, custody andshareholder services to a portfolioof 150 clients with over US$8billion under administration. Patrickis a member of both the Institute ofChartered Accountants of NovaScotia and the Institute ofChartered Accountants ofBermuda. Prior to his years withthe Bank of Bermuda, Patrickworked with Grant Thornton inHalifax, Nova Scotia, aninternational accounting, audit andmanagement consulting firm, forthree years.

Edith G. Conyers, GeneralManager and Director of ForumFund Services Ltd.(British/American)

Edith has over fifteen years offshorefunds industry experience andjoined Forum as General Manager inSeptember 1997. Prior to joiningForum, Edith held the position ofGeneral Manager of InternationalCorporate Management of BermudaLimited, a wholly-owned subsidiaryof Bermuda Commercial BankLimited, specialising in offshore fundadministration and management ofexempted companies in Bermuda.Edith acts as director of a numberof offshore funds and companies.Prior to moving to Bermuda, shewas a lending officer in the EnergiesDivision of Chemical Bank, NewYork. Edith graduated with a BAfrom Trinity College in Hartford,Connecticut in 1977.

Sharon A. Beesley, ExecutiveDirector of ISIS Limited. (British)

Sharon Beesley is an ExecutiveDirector and founding shareholder ofISIS Limited. ISIS works as aconsultant to a number ofinstitutions who are structuring theirbusinesses or financings usingBermuda as a base, as well as fundmanagers wishing to launch orrestructure offshore investmentfunds. In addition ISIS is licensed inBermuda as an insuranceintermediary, focusing on structuringand sourcing finance-relatedinsurance products for the Bermudainsurance and reinsurance markets.ISIS also administers and managesThe ISIS Foundation, a Bermudacharitable trust.

Before joining ISIS, Ms. Beesleywas head of banking at theBermuda law firm of Mello Jones &Martin and was the principalexternal counsel for one ofBermuda's banks, BermudaCommercial Bank (“BCB”). Sharonadvised BCB in all its corporateareas, including treasury, custody,fund administration and trusts.Sharon also advised BCB in all itsmajor transactional work. Sharon’sother practice areas werepredominantly offshore investmentfunds and general internationalcross-border transactions.

Sharon has a Master's Degree inlaw from Cambridge University anda BA in law from the University ofWestminster, and is qualified topractise law in the UK, Hong Kongand Bermuda. Sharon spent eightyears with one of the leadingEnglish international law firms,Linklaters, working in their City ofLondon Head Office and in HongKong, where she worked primarilyin the fields of banking and capitalmarkets' transactions and in thatcapacity she advised internationalbanks and lead managers in large-scale international financetransactions. Prior to coming toBermuda, she worked in SouthAfrica, advising on corporatetransactions.

Sharon is the chairman of theCollective Investment SchemesCommittee for the BermudaInternational Business Association(BIBA) and a director of theAssociation of BermudaInternational Companies.

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23222120191817

SECTION 9 ADDITIONALINFORMATION

Interests of the Company, its Directors, experts and advisers 66

Component Fund access 67

Privacy statement 68

Consents 68

Disclaimer of responsibility 70

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INTERESTS OF THECOMPANY, ITSDIRECTORS, EXPERTSAND ADVISERS

Interests of the Company andits Directors

Except as set out in thisprospectus, no Director, promoter,person named as performing afunction in a professional advisoryor other capacity in connection withthe preparation or distribution of thisprospectus or any financial serviceslicensee named in this prospectusas a financial services licenseeinvolved in the issue or sale of theShares holds or has held at anytime in the two years prior to thedate of this prospectus an interestin the formation or promotion of theCompany; the offer of Shares in theCompany; or property acquired orproposed to be acquired by theCompany in connection with itsformation or promotion, or the offerof Shares in the Company.

Except as set out in thisprospectus, no amounts havebeen paid or agreed to be paid,nor have any benefits been givenor agreed to be given to:

– the directors of the Company toinduce them to become or qualifyto become a director of theCompany; or

– the directors of the Company, anypromoter, any person named asperforming a function in aprofessional advisory or othercapacity in connection with thepreparation or distribution of thisprospectus, any financial serviceslicensee named in this prospectusas a financial services licenseeinvolved in the issue or sale of theShares for services in connectionwith the formation or promotion ofthe Company or the offer ofshares in the Company.

The Directors may hold Shares inthe Company or in underlyinginvestments of the Company. TheCompany and/or other companieswithin the Macquarie Group willalso provide Directors withindemnities.

The Directors disclose the followinginterests:

– Ottmar Weiss is an officer ofMacquarie which wholly ownsMacquarie Treasury ManagementLimited and is a director ofMacquarie International CapitalAdvisors Pty Limited, the RiskAdviser of the Company. Ottmar isalso a director of MacquarieEquities (Australia) Limited, theArranger and sub registrar and subtransfer agent, and of MacquariePortfolio Management Limited, theaccountant and risk monitor to theTactical Access Company. Ottmaris also a director of the TacticalAccess Company. Ottmar Weissreceives a salary and otherremuneration in those capacities.As at the date of this prospectus,Ottmar holds 500,000 of theclass B Participating Shares onissue.

– Patrick Donnelly is an employeeand a director of Forum FundServices Ltd., the company actingas the Administrator of theCompany and is also a director ofthe Tactical Access Company;

– Edith G. Conyers is the GeneralManager and a director of ForumFund Services Ltd., the companyacting as the Administrator of theCompany and is also a director ofthe Tactical Access Company; and

– Sharon Beesley is a director of ISISLimited, a consultant to theCompany and is also a director ofthe Tactical Access Company.

Fees

PricewaterhouseCoopers hasacted as tax adviser to theCompany on Australian income taxin relation to subscribers under thisoffer and has prepared a taxationreport for inclusion in thisprospectus (see Appendix 1(“Australian tax opinion”)) and hasalso provided similar services inrelation to previous offers.

PricewaterhouseCoopers will bepaid total fees for this work of$80,000 up to the date of thisprospectus and may receive furtherpayments in accordance with itsnormal time-based charges.

Mallesons Stephen Jaques hasacted as legal adviser to theCompany on Australian law inrelation to this offer and thepreparation of this prospectus andhas also provided similar servicesin relation to previous offers.Mallesons Stephen Jaques will bepaid total fees for this work of$370,000 up to the date of thisprospectus and may receive furtherpayments in accordance with itsnormal time-based charges.

Hollis and Co has acted as legaladviser to the Company onBermuda law in relation to this offerand has provided similar services inconnection with the previous offersof interests in the Company. Hollisand Co will be paid total fees forthis work of US$34,000 up to thedate of this prospectus and mayreceive further payments inaccordance with its normal time-based charges.

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Ernst & Young is acting as ListingSponsor for the Company in relationto the listing application on the ISE.Ernst & Young will be paid total feesfor this work of EUR20,000 up tothe date of this prospectus and mayreceive further payments inaccordance with its normal time-based charges.

ISIS Limited has acted asconsultant to the Company inrelation to this offer and hasprovided similar services inconnection with previous offers ofinterests in the Company. ISISLimited will be paid total fees for thiswork of US$117,000 to the date ofthis prospectus and may receivefurther payments in accordancewith its normal time-based charges.

Macquarie Equities (Australia)Limited has agreed to act asArranger to the Company in relationto this offer and has agreed toprovide related services inconnection with the offer of interestsin the Company. Macquarie Equities(Australia) Limited is entitled to bereimbursed by the Risk Adviser outof its own funds for any expenses itproperly incurs in the course ofcarrying out its duties as Arranger(subject to a limit) and as sub-registrar and sub-transfer agent(subject to a limit). The Company willpay Macquarie Equities (Australia)Limited Adviser Referral Fees andtrailing adviser fees in respect ofinvestors who do not invest throughan intermediary such as a financialplanner. The Company has alsoindemnified Macquarie Equities(Australia) Limited against certainlosses and liabilities in connectionwith its role as arranger of this offer.

COMPONENT FUNDACCESSThe Company will gain exposure toGAM Diversity II Inc. (“GAMDiversity II”) by purchasing “US$Class” shares in GAM Diversity II.GAM Diversity II is a companyincorporated under theInternational Business CompaniesAct of the British Virgin Islands. TheCompany may, without prior noticeto investors, gain exposure to GAMDiversity II by other means inaddition to direct investment.

The Company will gain exposure toCadogan Alternative StrategiesFund Limited (“Cadogan”) bypurchasing “Class A” shares, “ClassB” shares or another share class inCadogen that may be established inthe future. Cadogan is a corporationorganised as an internal businesscompany under the laws of theBritish Virgin Islands.

The Company will gain exposure toSelectinvest Arbitrage/RelativeValue Ltd. (“Selectinvest”) bypurchasing “Series M” participatingshares or “Series QN” participatingshares in Selectinvest. Selectinvestis an exempt company with limitedliability organised under the laws ofthe Cayman Islands.

The Company intends, wherepossible, to gain exposure to theTactical Traders through aninvestment company called CradleMountain Trading Fund No.1 Limited(the “Tactical Access Company”).Equinox will acquire shares inseparate share classes of theTactical Access Company. Theproceeds of these sharesubscriptions will be applied toseparate managed Futures accountswith a Futures clearing broker (the“Futures Clearer”). Each of thesemanaged accounts will be traded byone of the Tactical Traders.

The managed accounts beingutilised by the Tactical AccessCompany may have little or notrading history.

The Company reserves the right togain exposure to the ComponentFunds via other means.

The Tactical Access Company

The Tactical Access Company is aninvestment company incorporatedin Bermuda. The Company intendsto acquire shares in the TacticalAccess Company pursuant to itsoffering document and subscriptionagreement.

The Tactical Access Company’sinvestment objective in respect ofeach class of shares is to delivercapital appreciation by appointing aTactical Trader to implement itsrespective trading strategy. A managed account has been orwill be opened with the FuturesClearer by the Tactical AccessCompany in respect of each classof shares and operated on amargin basis. The Tactical AccessCompany has the discretion tochange the Tactical Traderassigned to a particular share classonly if there are no shares on issuein that share class and no tradingadvisory agreement pertaining tothat share class exists.

The Futures Clearer

The Futures Clearer appointed bythe Tactical Access Company isregulated in its Futures clearingactivities by the Securities andExchange Commission (SEC), theCommodity Futures TradingCommission (CFTC) and theNational Futures Association (NFA)in the U.S.

Funds held by the Futures Cleareron behalf of clients for thepurposes of Futures trading areheld in segregated accounts andare not considered assets of theFutures Clearer.

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PRIVACY STATEMENTBy completing the Application Forminvestors will be supplying theArranger and the Company withpersonal information over which thosecompanies will be bound by thePrivacy Act 1988 (the "Privacy Act").

Investors should be aware that:

– the information in the ApplicationForm and any other informationprovided by an investor inconnection with the application(“Information”) is provided by thatinvestor to the Arranger and theCompany to allow the investor'sapplication for Shares in theCompany to be assessed andprocessed and, if the application issuccessful, to give effect to thatapplication, including allowing theinvestor's obligations under it to beadministered and enforced. It mayalso be used and disclosed to theArranger and the Company’saffiliates ("Affiliates") and/orcontracted service providers tooffer investment and loan productsto investors;

– the Company and the Arranger arerequired to comply with the anti-money laundering laws in force in anumber of jurisdictions (includingthe Financial Transactions ReportsAct 1988 (Cth)) and investors mustprovide the Arranger with suchadditional information ordocumentation as the Arrangermay request of the investor fromtime to time to ensure itscompliance with suchrequirements;

– should an investor fail to provide theArranger with any such informationor documentation requested of thatinvestor, the investor’s applicationfor Shares may be refused, anyShares the investor holds may becompulsorily redeemed, and anydisposal request by the investormay be delayed or refused andneither the Arranger nor theCompany will be liable for any lossarising as a result thereof;

– the Information may be collected,held, used and disclosed byAffiliates in accordance with thePrivacy Act 1988 (Cth); and,without limiting the disclosurespermitted under that Act, Affiliatesmay disclose an investor'sInformation to a person authorisedby the investor and notified to anyAffiliate in writing as the investor'srepresentative (including a personauthorised to buy and sellinvestments on behalf of theinvestor); to the Arranger; to fundmanagers and clearing houses; toforeign regulators; and to Affiliate’scontracted service providerslocated overseas (for the purposeof registering the Shares orotherwise administering theagreement for the sale of Sharesbetween the investor and theArranger including, withoutlimitation, Forum Fund ServicesLtd. in Bermuda);

– neither the Arranger, the Companynor Macquarie Bank Limited will bein any way liable to the investor,and investors release the Arranger,the Company, Macquarie BankLimited and their directors andemployees, from any liability for theunauthorised accessing or releaseof any Information (except to theextent, and only to the extent,arising from their gross negligenceor fraud); and

– an investor may request access tohis or her information by contactingthe Macquarie Equinox ServiceCentre at the address on page 1 ofthe Application Form, or by calling1800 025 513.

CONSENTS

Consents of Directors

Each Director of the Company hasgiven, and not withdrawn as at thedate of this prospectus his or herconsent to the lodgement of thisprospectus.

Consent to be named

The following parties have givenwritten consent (which has notbeen withdrawn at the date of thisprospectus) to being named, in theform and context in which they arenamed, in this prospectus:

– Cradle Mountain Trading FundNo.1 Limited;

– Forum Fund Services Limited asAdministrator;

– GAM Diversity II Inc;

– GAM London Limited;

– Cadogan Management, LLC;

– Union Bancaire Privée AssetManagement LLC;

– Denali Asset Management, LLLP;

– Endeavour Funds ManagementLimited;

– Hollis & Co as Bermuda legaladviser;

– Ernst & Young as Irish ListingSponsor;

– ISIS Limited as consultant;

– KPMG as Auditor;

– Macquarie Bank Limited;

– Macquarie Portfolio ManagementLimited as accountant and riskmonitor to the Tactical AccessCompany;

– Macquarie Equities (Australia)Limited as Arranger and sub-registrar and sub-transfer agent;

– Macquarie International CapitalAdvisors Pty Limited as RiskAdviser;

– Mallesons Stephen Jaques asAustralian legal adviser;

– PricewaterhouseCoopers as taxadviser on Australian income tax inrelation to subscribers under thisoffer; and

– Transtrend B.V.

68

Consent to be named and toinclusion of information

The following parties have givenwritten consent (which has notbeen withdrawn at the date of thisprospectus) in the following terms:

PricewaterhouseCoopers has givenits consent to be named in thisprospectus as tax adviser to theCompany on Australian income taxin relation to subscribers under thisoffer of interests in the Company inthe form and context in which it isnamed. It has also given its consentto the inclusion of, and takesresponsibility for, the taxation reportin Appendix 1 (“Australian taxopinion”) and all references to thatreport in this prospectus in the formand context in which it is included.

Macquarie Bank Limited has givenits consent to be named in thisprospectus in the form and contextin which it is named and to theinclusion in the prospectus of eachof the statements about its role,and the Product Ruling it is seekingfrom the ATO in the form andcontext in which they are included.

Macquarie Equities (Australia)Limited has given its consent to benamed in this prospectus as theArranger, and the sub-registrar andsub-transfer agent. It consents tothe inclusion in the prospectus ofeach of the statements about theArranger and sub-registrar andsub-transfer agent and its role inthe form and context in which theyare included. It has also given itsconsent to the issue of thisprospectus with the inclusion of thesecond paragraph under theheading “Note to investors”preceding Section 1 of theprospectus, and the ApplicationForm.

Macquarie International CapitalAdvisors Pty Limited has given itsconsent to be named as the RiskAdviser in this prospectus in theform and context in which it isnamed. It consents to the inclusionin the prospectus of each of thestatements about its role in theform and context in which they are

included. It has also given itsconsent to the issue of thisprospectus with the inclusion of thesecond paragraph under theheading “Portfolio Management” inSection 2 of the prospectus andthe second paragraph under theheading “Establishment costs andongoing administration costs” inSection 5 of this prospectus.

GAM Diversity II Inc has given itsconsent to be named in thisprospectus in the form and contextin which it is named. It consents tothe inclusion in the prospectus ofeach of the statements about itsrole in the form and context inwhich they are included. It has alsogiven its consent to the issue ofthis prospectus with the inclusionof all of the backgroundinformation, performanceinformation and other informationrelating to GAM Diversity II Inc inSection 2 of this prospectus.

GAM London Limited has given itsconsent to be named in thisprospectus in the form and contextin which it is named. It consents tothe inclusion in the prospectus ofeach of the statements about themanager of GAM Diversity II Incand its role in the form and contextin which they are included. It hasalso given its consent to the issueof this prospectus with theinclusion of all of the backgroundinformation, performanceinformation and other informationabout GAM London Limited inSection 2 of this prospectus. GamLondon Limited has not authorisedor caused the issue of thisprospectus, does not purport tomake a statement other than thosewhich it has consented, and takesno responsibility for any part of theprospectus other than that towhich it has consented.

Each of UBP Asset ManagementLLC and SelectinvestArbitrage/Relative Value Ltd.(“Fund”) have given their consent tobe named in this prospectus in theform and context in which they arenamed. UBP Asset ManagementLLC and the Fund each consent tothe inclusion in the prospectus ofeach of the statements about themin the form and context in whichthey are included. UBP AssetManagement LLC and the Fundhave also each given their consentto the issue of this prospectus withthe inclusion of all of thebackground information,performance information, and otherinformation relating to UBP AssetManagement LLC and the Fund inSection 2 of this prospectus.

Cadogan Management, LLC andCadogan Alternative StrategiesFund Limited (“Fund”) have giventheir consent to be named in thisprospectus in the form and contextin which they are named. CadoganManagement, LLC and the Fundconsent to the inclusion in theprospectus of each of thestatements about them in the formand context in which they areincluded. Cadogan Management,LLC and the Fund have also eachgiven their consent to the issue ofthis prospectus with the inclusionof all of the backgroundinformation, performanceinformation, and other informationrelating to Cadogan Management,LLC and the Fund in Section 2 ofthis prospectus.

69

Transtrend B.V. has given itsconsent to be named in thisprospectus in the form and contextin which it is named. It consents tothe inclusion in the prospectus ofeach of the statements about itand its Diversified Trend Program -Enhanced Risk (USD) and its role inthe form and context in which theyare included. It has also given itsconsent to the issue of thisprospectus with the inclusion of allof the background information,performance information, targetreturn information and otherinformation relating to TranstrendB.V. and the Diversified TrendProgram - Enhanced Risk (USD) inSection 2 of this prospectus.

Denali Asset Management, LLLPhas given its consent to be namedin this prospectus in the form andcontext in which it is named. DenaliAsset Management, LLLPconsents to the inclusion in theprospectus of each of thestatements about it and its DenaliOffshore Partners Limited fund(“Fund”) in the form and context inwhich they are included. It has alsogiven its consent to the issue ofthis prospectus with the inclusionof all of the background informationrelating to Denali AssetManagement, LLLP and the Fundin Section 2 of this prospectus.

Endeavour Funds ManagementLimited has given its consent to benamed in this prospectus in the formand context in which it is named. Itconsents to the inclusion in theprospectus of each of thestatements about it and itsEndeavour Global Opportunitiesprogram (“Program”) in the form andcontext in which they are included. Ithas also given its consent to theissue of this prospectus with theinclusion of all of the backgroundinformation, performanceinformation, target return informationand other information relating to itand the Program in Section 2 of thisprospectus.

Cradle Mountain Trading FundNo.1 Limited has given its consentto be named in this prospectus inthe form and context in which it isnamed. It consents to the inclusionin the prospectus of each of thestatements about the TacticalAccess Company and its role, inthe form and context in which theyare included. It has also given itsconsent to the issue of thisprospectus with the inclusion of allreferences to it in the “ComponentFund Access” and the “TacticalAccess Company” sections ofSection 9 of this prospectus.

70

DISCLAIMER OFRESPONSIBILITYEach of these persons namedabove who has consented to benamed in this prospectus:

– has not authorised or caused theissue of this prospectus; and

– does not make or purport to makeany statement in this prospectus(or any statement on which astatement in this prospectus isbased) other than as specifiedabove; and

– to the maximum extent permittedby law, expressly disclaims andtakes no responsibility for any partof this prospectus other than thereference to their name and astatement or report included in thisprospectus with their consent asspecified above.

23222120191817

APPENDICES

Appendix 1 – Australian tax opinion 72

Appendix 2 – Contact directory 73

Appendix 3 – Glossary 74

71

APPENDIX 1 – AUSTRALIAN TAX OPINION

72

THE COMPANYMacquarie Equinox Limited3rd Floor, Washington Mall I22 Church StreetHamilton, HM 11Bermuda

ARRANGER, SUB-REGISTRAR AND SUB-TRANSFER AGENTMacquarie Equities (Australia)LimitedNo.1 Martin PlaceSydney, New South Wales 2000Australia

LEGAL ADVISERS(AUSTRALIAN LAW)Mallesons Stephen JaquesGovernor Phillip Tower1 Farrer PlaceSydney, New South Wales 2000Australia

AUDITORKPMGCrown House PO Box HM 906Hamilton, Bermuda HM DX

LEGAL ADVISERS(BERMUDA LAW)Hollis & Co.Reid Hall, 3 Reid StreetHamilton, HM 11Bermuda

LISTING SPONSOR (IRISHSTOCK EXCHANGE)Ernst & YoungHarcourt CentreHarcourt StreetDublin 2Ireland

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APPENDIX 2 – CONTACT DIRECTORY

DIRECTORS OF THECOMPANYOttmar Weiss, Patrick Donnelly,Edith G. Conyers and Sharon A.Beesley

all of 3rd Floor, Washington Mall I22 Church StreetHamilton, HM 11Bermuda

RISK ADVISERMacquarie International CapitalAdvisors Pty LimitedNo.1 Martin PlaceSydney, New South Wales 2000Australia

ADMINISTRATORForum Fund Services Ltd.3rd Floor, Washington Mall I22 Church StreetHamilton, HM 11Bermuda

BANKERMacquarie Bank LimitedNo.1 Martin PlaceSydney, New South Wales 2000Australia

CONSULTANTISIS Limited35 Crow LaneEast BroadwayPaget, HM 20Bermuda

74

APPENDIX 3 – GLOSSARY

TERM DEFINITION

Administrator Forum Fund Services Ltd. has been appointed by the Company to act as itsadministrator, registrar and transfer agent, pursuant to the AdministrationAgreement, as set out in Section 8.

Adviser Referral Fee The Adviser Referral Fee of 3% of each investor’s Application Amount to bededucted from an investor’s application monies prior to the allotment of Shares.Advisers may forgo this fee in whole or in part by indicating appropriately on theApplication Form. See Section 5 for details.

Application Amount The amount of an investor’s application for Shares in this offering.

Application Form The application form attached to this prospectus or the application form found onthe Equinox website at macquarie.com.au/equinox.

Arranger The company that has been appointed by the Company to offer to arrange for theissue of Shares under this prospectus. The Arranger is Macquarie Equities(Australia) Limited ABN 58 002 832 126.

Auditor KPMG, Bermuda has been appointed Auditor to the Company.

Australian Financial Year, The period from July 1st to June 30th of the following year.Financial Year

The Authority The Bermuda Monetary Authority.

Bermuda Registrar The Registrar of Companies in Bermuda.

Board of Directors, Board The Board of Directors of the Company.

Business Day Any day on which banks are open for business in Sydney, New York and Bermuda.

Buy Trigger A curve based on the Knockout Curve used in Threshold Management whichexists only after a Sell Trigger has previously been breached. If a Buy Trigger issurpassed, assets will be shifted from Security Deposits to Component Funds.

Bye-laws The bye-laws of the Company as amended from time to time.

Capital Protected Level The level of protection, expressed in Dollars per Share, available as at the CapitalProtection Date, subject to the terms and conditions of the Capital ProtectionAgreement.

Capital Protection Date The date on which the Capital Protection is applicable (31 December 2011 or suchother date as applicable if the Offer Close Date is extended).

Capital Protection, The rising capital protection facility provided by Macquarie, applicable on theRising Capital Protection Capital Protection Date as described in Section 3 and subject to the terms and

conditions of the Capital Protection.

Cash Dividends As part of the Equinox Total Benefit, Cash Dividends can be declared out of theprofits of the Equinox Portfolio at the discretion of the Directors, as described inSection 3. Such payments will not reduce the Capital Protected Level.

Company Macquarie Equinox Limited ARBN 105 989 231, an open-ended companyincorporated in Bermuda, with limited liability and unlimited duration.

Component Funds The Diversified Funds and Tactical Traders within the Equinox Portfolio.

Directors The directors of Macquarie Equinox Limited.

Diversified Funds A group of 3 diversified funds of international Hedge Funds. This will compriseapproximately 50% of the Equinox Portfolio’s strategy exposure at its inception.

Dollar, $ Australian Dollars.

Equinox Portfolio, Portfolio The assets and liabilities attributed to class C Participating Shares in the Company.

Equinox Total Benefit A feature that includes Rising Capital Protection and Cash Dividends, as describedin Section 3.

TERM DEFINITION

Futures Standardised contracts traded on various exchanges around the world. Futurescontracts are contracts covering a fixed amount of a particular commodity (thesecan be physical commodities, currencies, financial instruments or stock indices)due for delivery or settlement on a fixed date. Futures are usually traded eitherusing the open outcry method on exchange trading floors (for example theChicago Mercantile Exchange), or on electronic exchanges (for example theSydney Futures Exchange). The market can include institutions hedging theirnatural exposure (for example airlines may buy crude oil Futures to guard againstprice rises for their fuel) and speculators, who are looking to profit from pricemoves in their favour after taking a position. The Tactical Traders fall into the lattercategory.

Futures Clearer A Futures clearing broker appointed by the Tactical Access Company.

Hedge Funds Hedge Funds are usually privately offered funds that are open mainly toprofessional investors or high net worth individuals. As privately managedportfolios, Hedge Funds have flexibility in terms of investment mandates and maymake use of leverage. Unlike most traditional investment funds, which are limitedto long (bought) positions in securities, Hedge Funds can also engage in the shortsale of securities, which profit when prices decline. Depending on the Hedge Fundstrategy, managers may trade and invest in a wide range of securities, includingindividual equities, bonds, convertible notes, over-the-counter derivatives, swaps,foreign exchange, Futures, options and mutual funds.

Hedge Funds generally aim to generate positive absolute returns, rather thanperformance relative to a benchmark. The term “Hedge Fund” has been usedbecause many of the managers have constructed their portfolios with long andshort positions to make them less sensitive to broad market fluctuations.

Knockout Curve A curve used in Threshold Management that represents the growth over time of anamount of capital which, if invested in appropriately dated Security Deposits, woulddeliver at the Capital Protection Date the prevailing Capital Protected Leveladjusted for any currently held Security Deposits.

Macquarie Macquarie Bank Limited, incorporated in Australia ABN 46 008 583 542.

Macquarie Equinox Service Centre GPO Box 3423(contact details) Sydney NSW 2001

Ph: 1800 025 513 or +61 2 8232 1181Fax: +61 2 8232 6838

Management Shares The non-redeemable, non-participating voting shares in the Company of par value$0.001 each.

MICAP Macquarie International Capital Advisors Pty Limited is a wholly owned subsidiaryof Macquarie and is the Risk Adviser appointed by the Company.

Net Asset Value, NAV The total assets minus the total liabilities of the company, shares or portfolio inquestion.

Net Trading Profits Net trading profits of the Equinox Portfolio for the relevant Australian Financial Yearafter making good any losses from previous years. This is used for calculatingProfit Lock-ins.

Offer Close Date The date on which the Arranger will close the offer of Shares in the Company. Thisdate is 25 June 2004, but it may be extended at the Arranger’s discretion.

Official List The register of entities listed on the Irish Stock Exchange.

Participating Shares The redeemable, participating limited voting shares in the Company of par value$0.0001 each.

75

76

TERM DEFINITION

Profit Lock-ins A facility by which the Company can increase the level of Capital Protection at theCapital Protection Date, by locking in a portion of Net Trading Profits for therelevant Australian Financial Year.

Redemption Date Days on which redemptions are able to be effected, subject to applicable termsand conditions. Redemption Dates are the last Business Day of each calendarmonth.

Risk Adviser The Company has appointed MICAP as the Risk Adviser, whose role will includefrequent monitoring of the Equinox Portfolio and regular contact with the managersof the Component Funds including site visits.

Security Deposits That portion, if any, of the Equinox Portfolio comprised of cash and term depositsused for Threshold Management purposes.

Sell Trigger A curve based on the Knockout Curve used in Threshold Management which, ifbreached by the level of assets held in the Component Funds, would result inassets being shifted from the Component Funds to Security Deposits.

Share Redemption Price The price at which redemptions of Shares are processed. For redemptions effectedprior to 30 June 2007 this price will be the Equinox Portfolio NAV per Shareadjusted for any Capital Protection surrender fee as detailed in Section 5.Subsequent to 30 June 2007 redemptions will be at the applicable EquinoxPortfolio NAV per Share.

Shares The class C Participating Shares of the Company.

Subscription Interest Cut-off Date The date by which an investor’s application monies must be received and clearedin order for the investor to earn interest on these funds. This date is 1 June 2004.

Tactical Access Company Cradle Mountain Trading Fund No. 1 Limited, an investment company incorporatedin Bermuda via which the Company intends, where possible, to gain exposure tothe Tactical Traders via a managed account structure.

Tactical Traders / Tactical Trading The Equinox Portfolio’s Component Funds that fall under the broad investmentstrategy known as “Tactical Trading”.

Threshold Management Threshold Management is an asset management method used in conjunction withthe Rising Capital Protection. See Section 3 for details.

Valuation Day The last Business Day of each month and/or such other days as the Directors maydetermine.

78

This prospectus is dated 18 May 2004 and has been signedby Mr Ottmar Weiss on behalf ofthe Company.

....................................

Ottmar WeissDirectorMacquarie Equinox Limited

79

APPLICATIONINSTRUCTIONS (FOR AUSTRALIANRESIDENTS ONLY)If you are not an Australianresident, please contact theMacquarie Equinox ServiceCentre on +61 2 8232 1181 for a copy of the application formrelevant to you.

Send your completedApplication Form together witheither a cheque or details of yourdirect debit authority to:

Macquarie Equinox Service CentrePO Box 3423Sydney NSW 2001

Or

Macquarie Equinox Service CentreEquity Markets GroupLevel 21 Martin PlaceSydney NSW 2000

IF YOU ARE INVESTING … YOUR APPLICATION FOR EXAMPLE LIKE … NOT LIKE THIS...FOR … MUST BE IN THE THIS … (the numbers refer to

NAME OF those on the application form)

A trust or superannuation The trustee(s), rather that 1. Yvette Mary Jones Jones Family Trustfund with an individual the name of the trust andtrustee 2. Jack Michael Jones

4. Jones Family Trust

A trust or superannuation The trustee(s) of the 3. Yvette Jones Ltd Jones Super Fundfund with a superannuation fund 4. Jones Superannuation corporate trustee Fund

A partnership The partners 1. Jack Michael Jones Jones Smith Partners(you must supply account instructions 2. James David Smithwhich indicate how partners are to sign) 4. Jones Smith Partners

A deceased estate The executors of the estate 1. Yvette Mary Jones Estate of Fred Brown(you must supply a certified copy of 4. Estate of the late probate) Fred Brown

An unincorporated A person on behalf of the 1. Jack Michael Jones Rolling Hills under 12company unincorporated body 4. Rolling Hills under 12 Cricket Club

Cricket Club

A business The proprietor trading as 1. Jack Michael Jones Jones Corner Storethe Business Name 4. Jones Corner Store

CHECKLIST Please check you have completed:

Sections 1-4 – as appropriate;

Section 5 – your address details;

Section 6 – your intended investment amount;

Sections 7, 8 & 9 – as appropriate;

Section 12 – your declarations and signatures.

Macquarie Equinox Limited (Class C Participating Shares) Application Form (For Australian residents only)

Issued18 May 2004

1800 025 513

1 INDIVIDUAL AND JOINT APPLICATIONS – APPLICANT A

2 INDIVIDUAL AND JOINT APPLICATIONS – APPLICANT B

3 COMPANY, INCORPORATED ASSOCIATION OR BODY

OtherMsMissMrsMr

Surname

Given Name(s)

Mobile phone number

Home phone number

Work phone number

Fax number

Tax File Number OR Reason for exemption

E-mail address

E-mail address

Date of Birth Gender

D D M M Y Y Y Y M F

OtherMsMissMrsMr

This Application Form relates to the Prospectus for Macquarie Equinox Limited, dated on or around 18 May 2004, (the “Prospectus”), which expires on 17 June 2005. The Shares to which the prospectus relates will only be issued or transferred on receipt of an Application Form issued together with the Prospectus. The Prospectus provides details of the offer to arrange for the issue of Class C Participating Shares in Macquarie Equinox Limited (the “Company”), and the offer is available to persons receiving this Application Form in Australia. It is important that you have read the Prospectus before applying for Shares in the Company. This Application Form must not be provided to any person unless at the same time access is given to the Prospectus. If you have received the Prospectus electronically the Company will provide you with a paper copy of the Prospectus (and any supplementary prospectus) on request, free of charge. Unless otherwise defined in this Application Form, capitalised terms have the same meaning as defined in the Prospectus. Macquarie Equities (Australia) Limited operates under an Australian Financial Services Licence ("AFSL"). The Arranger's AFSL number is 238947.

Mobile phone number

Work phone number Fax number

Surname

Given Name(s)

Mobile phone number

Home phone number

Work phone number

Fax number

Tax File Number OR Reason for exemption

E-mail address

Date of Birth Gender

D D M M Y Y Y Y M F

ABN / ACN / ARBN if applicable

Name of contact person and position in company

Tax File Number or reason for exemption

Name of company, incorporated association or body

79

Note that the minimum investment is $5,000 and amounts thereafter must be in multiples of $1,000.

Please indicate via which method you will be paying your investment amount;

Cheque made out to Macquarie Equinox Ltd – A/C <insert Applicant name here>

Direct debit from an account held with an Australian financial institution indicated in section 7 of this Application Form

Mailing Address (if different to above. All correspondence will be sent to this address)

Residential Address (you must specify a residential address)

Investing via the Macquarie Loan Facility

Investing via another loan facility

$ , , . 0 0

Street No. &Name

Postcode

Street No. &NameOR PO Box

Postcode

BSB Number

Account Number

Name of financial institution

Branch Address

Account name (if joint account, all names required)

Applicants can invest by giving authority for their contribution from their own funds to be debited from a bank account held in the name of the applicant(s).

Direct Debit Authority (to be signed by all applicants seeking to invest via a direct debit from their bank account)I/we request you, Macquarie Bank Limited (“Macquarie Bank”) ABN 46 008 583 542 or Macquarie Equities (Australia) Limited (“ME(A)L”) ABN 41 002 574 923 in each case as agent of Macquarie Equinox Limited until further notice in writing, to debit my/our contribution from my/our own funds to my/our account described above through the direct debit system.

I/we understand and acknowledge that:

1. My/our nominated financial institution may in its absolute discretion decide the order of priority of payment by it of any monies pursuant to this request or any authority or mandate.

2. The financial institution may, in its absolute discretion, at any time by notice in writing to me/us, terminate this request.

3. If I/we and ME(A)L feel that the direct debit against my/our account is inappropriate or wrong it is my/our responsibility to notify Macquarie Bank or ME(A)L as soon as possible. Direct debiting through the Bulk Electronic Clearing System (BECS) is not available on all accounts. I/we can check my/our account details against a regular statement or check with the financial institution as to whether I/we can request a direct debit from my/our account.

4. It is my/our responsibility to ensure that there are sufficient cleared funds in my/our nominated account to honour the direct debit request. Macquarie Bank or ME(A)L will charge the cost of dishonoured direct debits against my/our account.

5. Macquarie Bank or ME(A)L may need to pass on details of my/our direct debit request to their sponsor bank in BECS to assist with the checking of any incorrect or wrongful debits to my/our account.

Tax File Number / ARBN if applicable

Name of trust, superannuation fund, partnership, deceased estate,unincorporated association or business. If trust or partnership specifyaccount description. (Refer to page 74 - Applications Instructions)

The Cheque or Bank Account should be in the name of the applicant(s) and NOT a third party.

4 TRUST OR OTHER ENTITY ACCOUNT DESCRIPTION

5 ADDRESS DETAILS

6 INVESTMENT DETAILS

7 BANK ACCOUNT DETAILS FOR DIRECT DEBIT OF INVESTMENT FUNDS

80

BSB Number

Account Number

Name of financial institution

Branch Address

Account name (if joint account, all names required)

Please provide details of the account to which you wish to have dividends and redemption proceeds credited. The nominated account must be a bank account with an Australian financial institution and must be in the name of the applicant(s).

Joint Applicants

Please cross the appropriate box to indicate how you wish to issue written instructions to us in relation to your investment. If you do not cross any box we will assume that all applicants must sign all written instructions.

Any to sign

All to sign

Company Applicants

This form is to be executed under seal or by two directors or a director and secretary. If the officers signing this form are authorised to transact without common seal, please select from the following options. If you do not complete this section, all future written instructions regarding your investment must be executed under common seal.

Any one officer to sign

All directors to sign

Other (please specify):

Name of firm

Adviser name

Adviser email address

Adviser stamp

The Arranger and the Company are required to collect certain personal information about you in order for us to process your application, keep you up to date on the performance of your investment, to comply with certain laws and regulations. This information may also be used to communicate with you from time to time regarding our other products and services.

Our policy in relation to your privacy is contained in the Privacy Statement in the Prospectus ("Privacy Statement"). All investors should read the Privacy Statement in order to understand how we use information provided by investors and how investors can ask us for it.

By signing this Application Form investors consent to the disclosure of their information to the entities and on the terms set out in the Privacy Statement in the Prospectus. By supplying your Tax File Number(s) in this Application Form you are authorising the disclosure of this information to Macquarie Bank where subscription monies are placed in interest bearing short term deposits.

%

8 BANK ACCOUNT DETAILS FOR DIRECT PAYMENT OF DIVIDENDS

9 OPERATING INSTRUCTIONS

10 ADVISER DETAILS (for adviser use only)

11 PRIVACY

Adviser Referral Fee (if less than 3%)

81

I/we acknowledge and declare that I/we have read and understand the Prospectus. On acquiring Shares in the Company, I/we agree to be bound by the provisions of the Prospectus and the Bye-laws of the Company. I/we acknowledge that neither the Company, the Arranger, Macquarie Bank Limited (“Macquarie Bank”) nor any affiliate of Macquarie Bank guarantees any particular rate of return or the performance of the Company, nor do they guarantee the repayment of capital from the Company. Macquarie Bank provides capital protection to the Company as at the Capital Protection Date on the terms and conditions of the Capital Protection Agreement.

If I am an individual applicant, I declare that I am applying for Shares in the Company on my own behalf and not as trustee for any other person or entity.

I/we further acknowledge and declare that:

a) all information provided as part of this application is true and correct;

b) Macquarie Bank:

i. has not authorised or caused the issue of the Prospectus;

ii. takes no responsibility for any part of the Prospectus; and

iii. does not endorse or recommend investment under the Prospectus;

c) I/we understand the risks associated with an investment in the Company as they are outlined in the Prospectus. I/we further acknowledge that Shares redeemed prior to the Capital Protection Date will not gain access to the benefits of the Capital Protection provided by Macquarie Bank to the Company and that Shares held beyond the Capital Protection Date will not have the benefits of ongoing protection;

d) I/we have read, understood and agree to be bound by the Privacy Statement contained in the Prospectus;

e) I/we am/are not aware of any liquidation or bankruptcy proceedings that have been commenced or are intended to be commenced by any person against me/us or which are intended or anticipated by me/us.

f) by completing this Application Form, I/we am/are accepting an offer made by the Arranger to arrange for the issue of Shares and at the same time applying to the Company for the issue of those Shares. I/we acknowledge that the Company, at its sole discretion, reserves the right not to issue Shares in accordance with any application or to allot fewer Shares than subscribed for.

g) Investments in Macquarie Equinox Limited ARBN 105 989 231 are not deposits with, or other liabilities of, Macquarie Bank Limited ABN 46 008 583 542 or of any entity in the Macquarie Bank Group, and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Neither Macquarie Bank Limited, Macquarie Equinox Limited nor any member company of the Macquarie Bank Group guarantees any particular rate of return on, or the performance of, the Company or the Equinox Portfolio, nor do they guarantee repayment of capital from the Company.

Further, I/we hereby authorise the Company to complete any blanks and make any amendments or additions with respect to any part of this Application Form on my/our behalf.

Name

If a company officer, you must specify your corporate title

Other

Authorisation of Applicant A or Company Officer

SIGN HERE DATE

Director Secretary

Name

Authorisation of Applicant B or Company Officer

SIGN HERE

If a company officer, you must specify your corporate title

Other

Director Secretary

DATE

12 DECLARATIONS AND SIGNATURES

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Documents

Equinox - Bank with Macquarie · 2013-07-31 · IMPORTANT INFORMATION Note to investors Investments in Macquarie Equinox Limited ARBN 105 989 231 (the “Company”, or “Equinox”)